As filed with the Securities and Exchange Commission on November 9, 2001

                                             Registration No. 333-
                                                              ----------
________________________________________________________________________________


                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------

                                    FORM S-6

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933                    [X]
                          PRE-EFFECTIVE AMENDMENT NO.                 [ ]
                          POST-EFFECTIVE AMENDMENT NO.                [ ]
                             ----------------------

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV
                             (Exact name of trust)

                      JOHN HANCOCK LIFE INSURANCE COMPANY
                              (Name of depositor)

                               JOHN HANCOCK PLACE
                INSURANCE & SEPARATE ACCOUNTS DEPT.-LAW SECTOR
                          BOSTON, MASSACHUSETTS 02117
         (Complete address of depositor's principal executive offices)
                              --------------------

                            RONALD J. BOCAGE, ESQ.
                INSURANCE & SEPARATE ACCOUNTS DEPT.-LAW SECTOR
                      JOHN HANCOCK LIFE INSURANCE COMPANY
                       JOHN HANCOCK PLACE, BOSTON, 02117
                (Name and complete address of agent for service)
                              --------------------

                                    Copy to:
                           THOMAS C. LAUERMAN, ESQ.
                                Foley & Lardner
                              3000 K Street, N.W.
                            Washington, D.C.  20007
                             --------------------

Approximate date of proposed public offering: as soon as practicable after the
effective date of this Registration Statement.

Title and amount of securities being registered: interests under flexible
premium variable life contracts.

The Registration hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.



                        PROSPECTUS DATED ________ __, 2001

     -----------------------------------------------------------------------
                         VARIABLE ESTATE PROTECTION PLUS
     -----------------------------------------------------------------------

          a flexible premium variable life survivorship insurance policy
                                    issued by
               JOHN HANCOCK LIFE INSURANCE COMPANY ("JOHN HANCOCK")

     The policy provides an investment option with fixed rates of return
     declared by John Hancock and the following variable investment options:



- ------------------------------------------------------------------------------------------------------------------------------------

VARIABLE INVESTMENT OPTION                               MANAGED BY
- --------------------------                               ----------
                                                      
Equity Index ........................................... SSgA Funds Management, Inc.
Growth & Income ........................................ Independence Investment LLC and Putnam Investment Management, LLC
Large Cap Value ........................................ T. Rowe Price Associates, Inc.
Large Cap Value CORE /SM/ .............................. Goldman Sachs Asset Management
Large Cap Growth ....................................... Independence Investment LLC
Large Cap Aggressive Growth ............................ Alliance Capital Management L.P.
Large/Mid Cap Value .................................... Wellington Management Company, LLP
Fundamental Growth ..................................... Putnam Investment Management, LLC
Mid Cap Growth ......................................... Janus Capital Corporation
Small/Mid Cap CORE /SM/ ................................ Goldman Sachs Asset Management
Small/Mid Cap Growth ................................... Wellington Management Company, LLP
Small Cap Equity ....................................... Capital Guardian Trust Company
Small Cap Value ........................................ T. Rowe Price Associates, Inc.
Small Cap Growth ....................................... John Hancock Advisers, Inc.
V.A. Relative Value .................................... John Hancock Advisers, Inc.
AIM V.I. Value ......................................... A I M Advisors, Inc.
AIM V.I. Growth ........................................ A I M Advisors, Inc.
Fidelity VIP Growth .................................... Fidelity Management and Research Company
Fidelity VIP Contrafund(R).............................. Fidelity Management and Research Company
MFS Investors Growth Stock ............................. MFS Investment Management(R)
MFS Research ........................................... MFS Investment Management(R)
MFS New Discovery ...................................... MFS Investment Management(R)
International Equity Index ............................. Independence Investment LLC
International Opportunities ............................ T. Rowe Price International, Inc.
International Equity ................................... Goldman Sachs Asset Management
Emerging Markets Equity ................................ Morgan Stanley Investment Management Inc.
Janus Aspen Worldwide Growth ........................... Janus Capital Corporation
Real Estate Equity ..................................... Independence Investment LLC and Morgan Stanley Investment Management Inc.
Health Sciences ........................................ Putnam Investment Management, LLC
V.A. Financial Industries .............................. John Hancock Advisers, Inc.
Janus Aspen Global Technology .......................... Janus Capital Corporation
Managed ................................................ Independence Investment LLC and Capital Guardian Trust Company
Global Balanced ........................................ Capital Guardian Trust Company
Short-Term Bond ........................................ Independence Investment LLC
Bond Index ............................................. Mellon Bond Associates, LLP
Active Bond ............................................ John Hancock Advisers, Inc.
V.A. Strategic Income .................................. John Hancock Advisers, Inc.
High Yield Bond ........................................ Wellington Management Company, LLP
Global Bond ............................................ Capital Guardian Trust Company
Money Market ........................................... Wellington Management Company, LLP
- ------------------------------------------------------------------------------------------------------------------------------------




  The variable investment options shown on page 1 are those available as of the
date of this prospectus.  We may add, modify or delete variable investment
options in the future.

  When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of one or more of the
following: the John Hancock Variable Series Trust I, the John Hancock
Declaration Trust, the AIM Variable Insurance Funds, Fidelity's Variable
Insurance Products Fund (Service Class) and Variable Insurance Products Fund II
(Service Class), the MFS Variable Insurance Trust (Initial Class Shares), and
the Janus Aspen Series (Service Shares Class) (together, "the Series Funds"). In
this prospectus, the investment options of the Series Funds are referred to as
"funds". In the prospectuses for the Series Funds, the investment options may
be referred to as "funds", "portfolios" or "series".

  Each Series Fund is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). The investment results of each
variable investment option you select will depend on those of the corresponding
fund of one of the Series Funds. Each of the funds is separately managed and has
its own investment objective and strategies. Attached at the end of this
prospectus are prospectuses for the Series Funds. The Series Fund prospectuses
contain detailed information about each available fund. Be sure to read those
prospectuses before selecting any of the variable investment options shown on
page 1.

                             * * * * * * * * * * * *

  Please note that the SEC has not approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

                             * * * * * * * * * * * *

                        JOHN HANCOCK LIFE SERVICING OFFICE
                        ----------------------------------

                Express Delivery                  U.S. Mail
                ----------------                  ---------
              529 Main Street (X-4)             P.O. Box 111
              Charlestown, Ma 02129           Boston, Ma 02117



                             Phone: 1-800-732-5543

                              Fax: 1-617-886-3048


                                       2



                             GUIDE TO THIS PROSPECTUS

  This prospectus contains information that you should know before you buy a
policy or exercise any of your rights under the policy. However, please keep in
mind that this is a prospectus - - it is not the policy. The prospectus
                                         ---
simplifies many policy provisions to better communicate the policy's essential
features. Your rights and obligations under the policy will be determined by the
language of the policy itself. When you receive your policy, read it carefully.

  This prospectus is arranged in the following way:

     . The section which follows is called "Basic Information". It is in a
       question and answer format. We suggest you read the Basic Information
       section before reading any other section of the prospectus.

     . Behind the Basic Information section are illustrations of
       hypothetical policy benefits that help clarify how the policy works.
       These start on page 24.

     . Behind the illustrations is a section called "Additional Information"
       that gives more details about the policy. It generally does not
                                                                   ---
       repeat information that is in the Basic Information section. A table
       of contents for the Additional Information section appears on page
       33.

     . Behind the Additional Information section are the financial
       statements for John Hancock and Separate Account UV. These start on
       page 48.

     . Finally, there is an Alphabetical Index of Key Words and Phrases at
       the back of the prospectus on page ___.

After the Alphabetical Index of Key Words and Phrases, this prospectus ends and
the prospectuses for the Series Funds begin.

                                    **********

                                       3



                                BASIC INFORMATION

  This part of the prospectus provides answers to commonly asked questions about
the policy. Here are the page numbers where the questions and answers appear:

Question                                                       Beginning on page
- --------                                                       -----------------

 .What is the policy? .........................................         5

 .Who owns the policy? ........................................         5

 .How can I invest money in the policy? .......................         5

 .Is there a minimum amount I must invest? ....................         7

 .How will the value of my investment in the policy change
  over time? .................................................         8

 .What charges will John Hancock deduct from my investment
  in the policy? .............................................         9

 .What charges will the Series Funds deduct from my
  investment in the policy? ..................................         11

 .What other charges could John Hancock impose in the future?..         14

 .How can I change my policy's investment allocations? ........         14

 .How can I access my investment in the policy? ...............         15

 .How much will John Hancock pay when the last insured person
  dies? ......................................................         16

 .What optional rider benefits can I choose? ..................         19

 .How can I change my policy's insurance coverage? ............         19

 .Can I cancel my policy after it's issued? ...................         20

 .Can I choose the form in which John Hancock pays out policy
  proceeds? ..................................................         20

 .To what extent can John Hancock vary the terms and conditions
  of its policies in particular cases? .......................         21

 .How will my policy be treated for income tax purposes? ......         21

 .How do I communicate with John Hancock? .....................         22




                                       4



 WHAT IS THE POLICY?

  This is a so-called "survivorship" policy that provides coverage on two
insured persons. The policy's primary purpose is to provide lifetime protection
against economic loss due to the death of the last surviving insured person. If
the life insurance protection is provided under a master group policy, the term
"policy" as used in this prospectus refers to the certificate you will be issued
and not to the master group policy. The value of the amount you have invested
under the policy may increase or decrease daily based upon the investment
results of the variable investment options that you choose. The amount we pay to
the policy's beneficiary upon the death of the last surviving insured person (we
call this the "death benefit") may be similarly affected.

  While either of the insured persons is alive, you will have a number of
options under the policy. Here are some major ones:

     . Determine when and how much you invest in the various investment
       options

     . Borrow or withdraw amounts you have in the investment options

     . Change the beneficiary who will receive the death benefit

     . Change the amount of insurance

     . Turn in (i.e., "surrender") the policy for the full amount of its
       surrender value

     . Choose the form in which we will pay out the death benefit or other
       proceeds

Most of these options are subject to limits that are explained later in this
prospectus.

WHO OWNS THE POLICY?

  That's up to the person who applies for the policy. The owner of the policy is
the person who can exercise most of the rights under the policy, such as the
right to choose the investment options or the right to surrender the policy. In
many cases, the person buying the policy is also the person who will be the
owner. However, the application for a policy can name another person or entity
(such as a trust) as owner. Whenever we've used the term "you" in this
prospectus, we've assumed that the reader is the person who has whatever right
or privilege is being discussed. There may be tax consequences if the owner and
the insured person are different, so you should discuss this issue with your tax
adviser.

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

  We call the investments you make in the policy "premiums" or "premium
payments". The amount we require as your first premium depends upon the
specifics of your policy and the

                                       5


insured person. Except as noted below, you can make any other premium payments
you wish at any time. That's why the policy is called a "flexible premium"
policy.

Minimum premium payment

  Each premium payment must be at least $100.

Maximum premium payments

  Federal tax law limits the amount of premium payments you can make relative to
the amount of your policy's insurance coverage. We will not knowingly accept any
amount by which a premium payment exceeds the maximum. If you exceed certain
other limits, the law may impose a penalty on amounts you take out of your
policy. We'll monitor your premium payments and let you know if you're about to
exceed this limit. More discussion of these tax law requirements begins on page
41. Also, we may refuse to accept any amount of an additional premium if:

     . that amount of premium would increase our insurance risk exposure,
       and

     . the insured persons don't provide us with adequate evidence that they
       continue to meet our requirements for issuing insurance.

In no event, however, will we refuse to accept any premium necessary to prevent
the policy or the guaranteed minimum death benefit feature from terminating. We
reserve the right to limit premium payments above the amount of cumulative
Guaranteed Minimum Death Benefit Premiums (whether or not the guaranteed minimum
death benefit feature described on page 7 is in effect).

Ways to pay premiums

  If you pay premiums by check or money order, they must be drawn on a U.S. bank
in U.S. dollars and made payable to "John Hancock Life." We will not accept
credit card checks.  We will not accept starter or third party checks if they
fail to satisfy our administrative requirements. Premiums after the first must
be sent to the John Hancock Life Servicing Office at the appropriate address
shown on page 2 of this prospectus.

  We will also accept premiums:

     . by wire or by exchange from another insurance company,

     . via an electronic funds transfer program (any owner interested in
       making monthly premium payments must use this method), or

     . if we agree to it, through a salary deduction plan with your
       employer.

You can obtain information on these other methods of premium payment by
contacting your John Hancock representative or by contacting the John Hancock
Life Servicing Office.

                                       6


IS THERE A MINIMUM AMOUNT I MUST INVEST?

Planned Premiums

  The Policy Specifications page of your policy will show the "Planned Premium"
for the policy. You choose this amount in the policy application. The premium
reminder notice we send you is based on this amount. You will also choose how
often to pay premiums-- annually, semi-annually, quarterly or monthly. The date
on which such a payment is "due" is referred to in the policy as a "modal
processing date." However, payment of Planned Premiums is not necessarily
required. You need only invest enough to keep the policy in force (see "Lapse
and reinstatement" and "Guaranteed minimum death benefit feature" below).

Lapse and reinstatement

  Either your entire policy or the Additional Sum Insured portion of your Total
Sum Insured can terminate (i.e., "lapse") for failure to pay charges due under
the policy. If the guaranteed minimum death benefit feature is in effect, only
the Additional Sum Insured, if any, can lapse. If the guaranteed minimum death
benefit feature is not in effect, the entire policy can lapse. In either case,
if the policy's surrender value is not sufficient to pay the charges on a
monthly deduction date (as defined on page 36), we will notify you of how much
you will need to pay to keep any Additional Sum Insured or the policy in force.
You will have a 61 day "grace period" to make that payment. If you don't pay at
least the required amount by the end of the grace period, the Additional Sum
Insured or your policy will lapse. If your policy lapses, all coverage under the
policy will cease. Even if the policy or the Additional Sum Insured terminates
in this way, you can still reactivate (i.e., "reinstate") it within 2 years from
the beginning of the grace period. You will have to provide evidence that the
surviving insured persons still meet our requirements for issuing coverage. You
will also have to pay a minimum amount of premium and be subject to the other
terms and conditions applicable to reinstatements, as specified in the policy.
If the guaranteed minimum death benefit is not in effect and the last surviving
insured person dies during the grace period, we will deduct any unpaid monthly
charges from the death benefit. During such a grace period, you cannot make a
partial withdrawal or policy loan.

Guaranteed minimum death benefit feature

  This feature is available only if the insured persons meet certain
underwriting requirements and only if you've elected death benefit Option A (see
"How much will John Hancock pay when the last insured person dies?" on page 16).
The feature guarantees that your Basic Sum Insured will not lapse, regardless of
adverse investment performance, if both of the following are true:

     . any Additional Sum Insured under the policy is not scheduled to
       exceed the Basic Sum Insured at any time (see "How much will John
       Hancock pay when the last insured person dies?" on page 16), and

     . on each monthly deduction date the amount of cumulative premiums you
       have paid accumulated at 4% (less all withdrawals from the policy
       accumulated at 4%) equals or exceeds the sum of all Guaranteed
       Minimum Death Benefit Premiums due to date accumulated at 4%.

                                       7



  The Guaranteed Minimum Death Benefit Premium (or "GMDB Premium) is defined in
the policy and one-twelfth of it is "due" on each monthly deduction date. On the
application for the policy, you may elect for this feature to extend beyond the
tenth policy year. If you so elect, we will impose a special charge for this
feature after the tenth policy year. You may revoke the election at any time.

  No GMDB Premium will ever be greater than the so-called "guideline premium"
for the policy as defined in Section 7702 of the Internal Revenue Code. Also,
the GMDB Premiums may change in the event of any change in the Additional Sum
Insured of the policy or any change in the death benefit option (see "How much
will John Hancock pay when the last insured person dies?" on page 16).

  If the guaranteed minimum death benefit test is not satisfied on any monthly
deduction date, we will notify you immediately and tell you how much you will
need to pay to keep the feature in effect. You will have 61 days after default
to make that payment. If you don't pay at least the required amount by the end
of that period, the feature will lapse. The feature may be reinstated in
accordance with the terms of the policy within 5 years after the monthly
deduction date on which default occurred. If it is reinstated more than 1 year
after such monthly deduction date, we will require evidence that the surviving
insured persons still meet our requirements for issuing coverage. We may refuse
to reinstate the feature more than once during the life of the policy.

  The guaranteed minimum death benefit feature applies only to the Basic Sum
Insured. It does not apply to any amount of Additional Sum Insured (see "How
much will John Hancock pay when the last insured person dies?" on page 16).

  The guaranteed minimum death benefit feature will cease to apply on the policy
anniversary nearest the 100th birthday of the younger insured person (whether or
not such insured person is then alive). Also, the feature cannot be reinstated
after that policy anniversary. However, the optional "Age 100 waiver of charges
rider", if elected at the time of application for the policy, will continue the
guaranteed minimum death benefit feature beyond that policy anniversary.

  If there are monthly charges that remain unpaid because of this feature, we
will deduct such charges when there is sufficient surrender value to pay them.

HOW WILL THE VALUE OF MY INVESTMENT IN THE POLICY CHANGE OVER TIME?

  From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply to premiums processed
prior to the 20th day after your policy becomes effective. (See "Commencement of
investment performance" on page 37.)

  Over time, the amount you've invested in any variable investment option will
increase or decrease the same as if you had invested the same amount directly in
the corresponding fund of a Series Fund and had reinvested all fund dividends
and distributions in additional fund shares; except that we will deduct certain
additional charges which will reduce your account value. We

                                       8



describe these charges under "What charges will John Hancock deduct from my
investment in the policy?" below.

  The amount you've invested in the fixed investment option will earn interest
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
                                                                         ---
subject to the asset-based risk charge described on page 10. Otherwise, the
charges applicable to the fixed investment option are the same as those
applicable to the variable investment options.

  At any time, the "account value" of your policy is equal to:

     . the amount you invested,

     . plus or minus the investment experience of the investment options
       you've chosen,

     . minus all charges we deduct, and

     . minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed on page 38.

WHAT CHARGES WILL JOHN HANCOCK DEDUCT FROM MY INVESTMENT IN THE POLICY?

Deductions from premium payments

 .  Premium tax charge - A charge to cover state premium taxes we currently
   ------------------
   expect to pay, on average. This charge is currently 2.35% of each premium.

 .  DAC tax charge - A charge to cover the increased Federal income tax burden
   --------------
   that we currently expect will result from receipt of premiums. This charge is
   currently 1.25% of each premium.

 .  Premium processing charge - A charge to help defray our administrative costs.
   -------------------------
   This charge is 1.25% of each premium. For policies with a Total Sum Insured
   of $5 million or more, this charge will be reduced to as low as .50%

 .  Sales charge - A charge to help defray our sales costs. The charge for
   ------------
   premiums paid in the first policy year is 30% of premiums paid up to the
   Target Premium, and 3.5% of premiums paid in excess of the Target Premium.
   The charge for premiums paid after the first policy year up to the Target
   Premium is 15% in policy years 2 through 5, 10% in policy years 6 through 10,
   up to 4% (currently 3%) in policy years 11 through 20, and up to 3%
   (currently 0%) thereafter. The charge for premiums paid after the first
   policy year in excess of the Target Premium is 3.5% in policy years 2 through
   10, 3% in policy years 11 through 20, and up to 3% (currently 0%) thereafter.
   If the younger of the insured persons is age 71 or older when the policy is
   issued, there will be no sales

                                       9



   charges deducted from premiums paid after the eleventh policy year. Because
   policies of this type were first offered in 1993, the foregoing waiver and
   the lower current rates after policy year 10 are not yet applicable to any
   policy. The "Target Premium" is determined at the time the policy is issued
   and will appear in the "Policy Specifications" section of the policy.

 .  Optional enhanced cash value rider charge - A charge to cover the cost of
   -----------------------------------------
   this rider, if elected, equal to 2% of premium paid in the first policy year
   that does not exceed the Target Premium.

Deductions from account value

 .  Issue charge - A monthly charge to help defray our administrative costs. This
   ------------
   charge has two parts: (1) a flat dollar amount of $55.55 deducted only during
   the first five policy years, and (2) a charge of 2c per $1,000 of Total Sum
   Insured at issue that is deducted only during the first three policy years.
   The second part of this monthly charge is guaranteed not to exceed $200.

 .  Administrative charge - A monthly charge to help defray our administrative
   ---------------------
   costs. This charge also has two parts: (1) a flat dollar charge of up to $10
   (currently $7.50), and (2) a charge of 3c per $1,000 of Total Sum Insured at
   issue (currently 1c per $1,000 of Total Sum Insured at issue). However, for
   policies with a Total Sum Insured at issue of $5 million or more, the first
   part of this charge is currently zero.

 .  Insurance charge - A monthly charge for the cost of insurance. To determine
   ----------------
   the charge, we multiply the amount of insurance for which we are at risk by a
   cost of insurance rate. The rate is derived from an actuarial table. The
   table in your policy will show the maximum cost of insurance rates. The cost
   of insurance rates that we currently apply are generally less than the
   maximum rates. We will review the cost of insurance rates at least every 5
   years and may change them from time to time. However, those rates will never
   be more than the maximum rates shown in the policy. The table of rates we use
   will depend on the insurance risk characteristics and (usually) gender of
   each of the insured persons, the Total Sum Insured and the length of time the
   policy has been in effect. Regardless of the table used, cost of insurance
   rates generally increase each year that you own your policy, as each insured
   person's attained age increases. (An insured person's "attained age" on any
   date is his or her age on the birthday nearest that date.) The insurance
   charge is not affected by the death of the first insured person to die.

 .  Extra mortality charge - A monthly charge specified in your policy for
   ----------------------
   additional mortality risk if either of the insured persons is subject to
   certain types of special insurance risk.

 .  Asset-based risk charge - A monthly charge for mortality and expense risks we
   -----------------------
   assume. The charge is a percentage of that portion of your account value
   allocated to variable investment options. The charge does not apply to the
   fixed investment option. We guarantee that the percentage will never exceed
   .0753% per month (.90% on an effective annual basis). The actual percentage
   applied will vary depending upon the policy year in which the charge is made
   and the Total Sum Insured at issue. For policy years 1 through 15, the
   current monthly percentages are as follows: .0669% for a Total

                                       10


   Sum Insured at issue of less than $5 million, .0627% for a Total Sum Insured
   at issue of at least $5 million but less than $15 million, and .0585% for a
   Total Sum Insured at issue of $15 million or more. (These monthly percentages
   equate to the following effective annual percentages: .80%, .75% and .70%,
   respectively.) For policy year 16 and thereafter, the current monthly
   percentage is .0083%, regardless of the Total Sum Insured at issue. (That
   monthly percentage equates to an effective annual percentage of .10%.) The
   reduction after 15 years has not occurred yet under any policy, since no
   policy has yet been outstanding for 15 years.

 .  Guaranteed minimum death benefit charge - A monthly charge beginning in the
   ---------------------------------------
   eleventh policy year if the guaranteed minimum death benefit feature is
   elected to extend beyond the first ten policy years. This charge is currently
   1c per $1,000 of Basic Sum Insured at issue and is guaranteed not to exceed
   3c per $1,000 of Basic Sum Insured at issue. Because policies of this type
   were first offered in 1993, this charge is not yet applicable to any policy
   at the current rate.

 .  Policy split option rider charge - A monthly charge if this rider is elected
   --------------------------------
   at the time of application for the policy. The charge is 3c per $1,000 of
   current Total Sum Insured.

 .  Age100 waiver of charges rider charge - A monthly charge if this rider is
   -------------------------------------
   elected at the time of application for the policy. To determine the charge,
   we multiply the amount of insurance for which we are at risk by a rate based
   on age. The rate is derived from an actuarial table. The table in your policy
   will show the maximum rates. The rates we will actually apply could be less
   than the maximum rates. This charge will not be made until the sixth policy
   year.

 .  Optional benefits charge - Monthly charges for certain other optional
   ------------------------
   insurance benefits added to the policy by means of a rider. We currently
   offer a number of such optional riders, such as the four year level term
   rider.

 .  Partial withdrawal charge - A charge for each partial withdrawal of account
   -------------------------
   value to compensate us for the administrative expenses of processing the
   withdrawal. The charge is equal to the lesser of $20 or 2% of the withdrawal
   amount.

WHAT CHARGES WILL THE SERIES FUNDS DEDUCT FROM MY INVESTMENT IN THE POLICY?

  The funds must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund and reduce the investment
return of each fund. Therefore, they also indirectly reduce the return you will
earn on any variable investment options you select.   We may also receive
payments from a fund or its affiliates at an annual rate of up to approximately
0.35% of the average net assets that holders of our variable life insurance
policies and variable annuity contracts have invested in that fund.  Any such
payments do not, however, result in any charge to you in addition to what is
disclosed below.

  The following figures for the funds are based on historical fund expenses,  as
a percentage (rounded to two decimal places) of each fund's average daily net
assets for 2000, except as

                                       11


indicated in the Notes appearing at the end of this table.  Expenses of the
funds are not fixed or specified under the terms of the policy, and those
expenses may vary from year to year.



                                                                                        --------------
                                                                                          Total Fund        Total Fund
                                         Investment  Distribution and  Other Operating    Operating          Operating
                                         Management      Service        Expenses With    Expenses With    Expenses Absent
Fund Name                                    Fee       (12b-1) Fees     Reimbursement    Reimbursement     Reimbursement
- ---------                                ----------  ----------------  ---------------  --------------  ------------------
                                                                                         
JOHN HANCOCK VARIABLE SERIES TRUST I
    (NOTE 1):
Equity Index ..........................    0.13%           N/A              0.06%           0.19%             0.19%
Growth & Income .......................    0.68%           N/A              0.08%           0.76%             0.76%
Large Cap Value .......................    0.75%           N/A              0.05%           0.80%             0.80%
Large Cap Value CORE /SM/ .............    0.75%           N/A              0.10%           0.85%             1.09%
Large Cap Growth ......................    0.36%           N/A              0.10%           0.46%             0.46%
Large Cap Aggressive Growth. ..........    0.90%           N/A              0.10%           1.00%             1.05%
Large/Mid Cap Value ...................    0.95%           N/A              0.10%           1.05%             1.36%
Fundamental Growth* ...................    0.90%           N/A              0.10%           1.00%             1.04%
Mid Cap Growth ........................    0.92%           N/A              0.04%           0.96%             0.96%
Small/Mid Cap CORE /SM/ ...............    0.80%           N/A              0.10%           0.90%             1.23%
Small/Mid Cap Growth ..................    0.97%           N/A              0.10%           1.07%             1.07%
Small Cap Equity* .....................    0.90%           N/A              0.10%           1.00%             1.03%
Small Cap Value* ......................    0.95%           N/A              0.10%           1.05%             1.29%
Small Cap Growth ......................    1.05%           N/A              0.07%           1.12%             1.12%
International Equity Index ............    0.18%           N/A              0.10%           0.28%             0.37%
International Opportunities ...........    1.13%           N/A              0.10%           1.23%             1.39%
International Equity ..................    1.20%           N/A              0.10%           1.30%             1.96%
Emerging Markets Equity ...............    1.50%           N/A              0.10%           1.60%             2.77%
Real Estate Equity ....................    1.01%           N/A              0.09%           1.10%             1.10%
Health Sciences .......................    1.00%           N/A              0.10%           1.10%             1.10%
Managed ...............................    0.66%           N/A              0.09%           0.75%             0.75%
Global Balanced .......................    1.05%           N/A              0.10%           1.15%             1.44%
Short-Term Bond .......................    0.60%           N/A              0.06%           0.66%             0.66%
Bond Index ............................    0.15%           N/A              0.10%           0.25%             0.27%
Active Bond ...........................    0.62%           N/A              0.10%           0.72%             0.74%
High Yield Bond .......................    0.80%           N/A              0.10%           0.90%             1.02%
Global Bond ...........................    0.85%           N/A              0.10%           0.95%             1.05%
Money Market ..........................    0.25%           N/A              0.04%           0.29%             0.29%

JOHN HANCOCK DECLARATION TRUST
 (NOTE 2):
V.A. Relative Value ...................    0.60%           N/A              0.19%           0.79%             0.79%
V.A. Financial Industries .............    0.80%           N/A              0.10%           0.90%             0.90%
V.A. Strategic Income .................    0.60%           N/A              0.16%           0.76%             0.76%

AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Value ........................    0.61%           N/A              0.23%           0.84%             0.84%
AIM V.I. Growth .......................    0.61%           N/A              0.22%           0.83%             0.83%

VARIABLE INSURANCE PRODUCTS FUND -
 SERVICE CLASS  (NOTE 3):
Fidelity VIP Growth ...................    0.57%          0.10%             0.09%           0.76%             0.76%

VARIABLE INSURANCE PRODUCTS FUND II -
 SERVICE CLASS  (NOTE 3):
Fidelity VIP Contrafund(R) ............    0.57%          0.10%             0.09%           0.76%             0.76%

MFS VARIABLE INSURANCE TRUST - INITIAL
 CLASS SHARES (NOTE 4):
MFS Investors Growth Stock* ...........    0.75%          0.00%             0.16%           0.91%             0.92%
                                                                                        --------------

                                      12




                                                                                        --------------
                                                                                          Total Fund        Total Fund
                                         Investment  Distribution and  Other Operating    Operating          Operating
                                         Management      Service        Expenses With    Expenses With    Expenses Absent
Fund Name                                    Fee       (12b-1) Fees     Reimbursement    Reimbursement
- ---------                                ----------  ----------------  ---------------  --------------  ------------------
                                                                                         
MFS Research ..........................    0.75%          0.00%             0.10%           0.85%             0.85%
MFS New Discovery .....................    0.90%          0.00%             0.16%           1.06%             1.09%

JANUS ASPEN SERIES - SERVICE SHARES
 CLASS  (NOTE 5):
Janus Aspen Worldwide Growth ..........    0.65%          0.25%             0.05%           0.95%             0.95%
Janus Aspen Global Technology .........    0.65%          0.25%             0.04%           0.94%             0.94%
                                                                                        --------------



NOTES TO FUND EXPENSE TABLE

(1) Under its current investment management agreements with the John Hancock
    Variable Series Trust I, John Hancock Life Insurance Company reimburses a
    fund when the fund's "other fund expenses" exceed 0.10% of the fund's
    average daily net assets. Percentages shown for the Health Sciences Fund are
    estimates because the fund was not in operation in 2000. Percentages shown
    for the Growth & Income, Fundamental Growth, Small Cap Equity, Real Estate
    Equity, Managed, Global Balanced, Active Bond and Global Bond funds are
    calculated as if the current management fee schedules (which became
    effective as to these funds on November 1, 2000) were in effect for all of
    2000. Percentages shown for the Small Cap Value and Large Cap Value funds
    are calculated as if the current management fee schedules (which became
    effective as to these funds on May 1, 2001) were in effect for all of 2000.
    Percentages shown for the Mid Cap Growth, Small/Mid Cap Growth, Small Cap
    Growth, International Opportunities, International Equity, Emerging Markets
    Equity, Short-Term Bond and High Yield Bond funds are calculated as if the
    current management fee schedules (which became effective as to these funds
    on October 1, 2001) were in effect for all of 2000. "CORE/SM/" is a service
    mark of Goldman, Sachs & Co.

*   Fundamental Growth was formerly "Fundamental Mid Cap Growth," Small Cap
    Equity was formerly "Small Cap Value," and Small Cap Value was formerly
    "Small/Mid Cap Value."

(2) Percentages shown for John Hancock Declaration Trust funds reflect the
    investment management fees currently payable and other fund expenses
    allocated in 2000. John Hancock Advisers, Inc. has agreed to limit
    temporarily other expenses of each fund to 0.25% of the fund's average daily
    assets, at least until April 30, 2002.

(3) Actual annual class operating expenses were lower for each of the Fidelity
    VIP funds shown because a portion of the brokerage commissions that the fund
    paid was used to reduce the fund's expenses, and/or because through
    arrangements with the fund's custodian, credits realized as a result of
    uninvested cash balances were used to reduce a portion of the fund's
    expenses. See the accompanying prospectus of the fund for details.

(4) MFS Variable Insurance Trust funds have an expense offset arrangement which
    reduces each fund's custodian fee based upon the amount of cash maintained
    by the fund with its custodian and dividend disbursing agent. Each fund may
    enter into other such arrangements and directed brokerage arrangements,
    which would also have the effect of reducing the fund's expenses. "Other
    Operating Expenses" do not take into account these expense reductions, and
    are therefore higher than the actual expenses of the funds. Had these fee
    reductions been taken into account, total Fund Operating Expenses with
    Reimbursement would equal 0.90% for MFS Investors Growth Stock, 0.84% for
    MFS Research and 1.05% for MFS New Discovery. MFS Investment Management(R)
    (also doing business as Massachusetts Financial Services Company) has
    contractually agreed, subject to reimbursement, to bear expenses for the MFS
    Investors Growth Stock and New Discovery funds, such that the funds' "Other
    Expenses" (after taking into account the expense offset arrangement describe
    above) do not

                                       13



      exceed 0.15% for Investors Growth Stock and 0.15% for New Discovery of the
      average daily net assets during the current fiscal year.

  *   MFS Investors Growth Stock was formerly "MFS Growth."

  (5) Percentages shown for Janus Aspen funds are based upon expenses for the
      fiscal year ended December 31, 2000, restated to reflect a reduction in
      the management fee for the Worldwide Growth fund. Expenses are shown
      without the effect of any expense offset arrangement.


WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

  Except for the DAC tax charge, we currently make no charge for our Federal
income taxes. However, if we incur, or expect to incur, additional income taxes
attributable to any subaccount of the Account or this class of policies in
future years, we reserve the right to make a charge for such taxes. Any such
charge would reduce what you earn on any affected investment options. However,
we expect that no such charge will be necessary.

  We also reserve the right to increase the premium tax charge and the DAC tax
charge in order to correspond, respectively, with changes in the state premium
tax levels and with changes in the Federal income tax treatment of the deferred
acquisition costs for this type of policy.

  Under current laws, we may incur state and local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant. If there
is a material change in applicable state or local tax laws, we may make charges
for such taxes.

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

  At any time, you may change the investment options in which future premium
payments will be invested. You make the original allocation in the application
for the policy. The percentages you select must be in whole numbers and must
total 100%.

Transfers of existing account value

  You may also transfer your existing account value from one investment option
to another. To do so, you must tell us how much to transfer, either as a whole
number percentage or as a specific dollar amount. A confirmation of each
transfer will be sent to you.

  Under our current rules, you can make transfers out of any variable investment
option anytime you wish. However, we reserve the right to impose limits on the
number and frequency of transfers into and out of the variable investment
options. Transfers under the dollar cost averaging program would not be counted
toward any such limit.

  Transfers out of the fixed investment option are currently subject to the
following restrictions:

 .   You can only make such a transfer once in each policy year.



                                       14



 .   The most you can transfer at any one time is the greater of $500 or 20% of
    the assets in your fixed investment option.

We reserve the right to impose limits on:

 .   the minimum amount of each transfer out of the fixed investment option; and

 .   the maximum amount of any transfer into the fixed investment option after
    the second policy year.

Dollar cost averaging

  This is a program of automatic monthly transfers out of the Money Market
investment option into one or more of the other variable investment options. You
choose the investment options and the dollar amount and timing of the transfers.
The program is designed to reduce the risks that result from market
fluctuations. It does this by spreading out the allocation of your money to
investment options over a longer period of time. This allows you to reduce the
risk of investing most of your money at a time when market prices are high.
Obviously, the success of this strategy depends on market trends and is not
guaranteed.

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

  You may surrender your policy in full at any time. If you do, we will pay you
the account value less any policy loans. This is called your "surrender value."
You must return your policy when you request a full surrender.

Partial withdrawals

  You may make a partial withdrawal of your surrender value at any time.
Generally, each partial withdrawal must be at least $1,000. There is a charge
(usually $20) for each partial withdrawal. We will automatically reduce the
account value of your policy by the amount of the withdrawal and the related
charge. Each investment option will be reduced in the same proportion as the
account value is then allocated among them. We will not permit a partial
withdrawal if it would cause your account value to fall below 3 months' worth of
monthly charges (see "Deductions from account value" on page 10). We also
reserve the right to refuse any partial withdrawal that would cause the policy's
Total Sum Insured to fall below $250,000 or the policy's Basic Sum Insured to
fall below $250,000. Any partial withdrawal (other than a Terminated ASI
Withdrawal Amount, as described below) will reduce your death benefit under any
of the death benefit options (see "How much will John Hancock pay when the last
insured person dies?" on page 16) and under the guaranteed minimum death benefit
feature (see page 7). Under Option A, such a partial withdrawal will reduce the
Total Sum Insured. Under Option B, such a partial withdrawal will reduce your
account value. Under the guaranteed death benefit feature, such a partial
withdrawal will reduce the Basic Sum Insured. A "Terminated ASI Withdrawal
Amount" is any partial withdrawal made while there is an Additional Sum Insured
under the policy that later lapses as described on page 7. The total of all
Terminated ASI Withdrawal Amounts cannot exceed the Additional Sum Insured in
effect immediately before the Additional Sum Insured lapses.

                                       15



Policy loans

  You may borrow from your policy at any time by completing a form satisfactory
to us or, if the telephone transaction authorization form has been completed, by
telephone. However, you can't borrow from your policy during a "grace period"
(see "Lapse and reinstatement" on page 7). The maximum amount you can borrow is
90% of your surrender value.

  The minimum amount of each loan is $1,000. The interest charged on any loan is
currently an effective annual rate of 4.75% in the first 10 policy years, 4.50%
in policy years 11 through 20, and 4.0% thereafter. However, we reserve the
right to increase the percentage after policy year 20 to as much as 4.25%.
Accrued interest will be added to the loan daily and will bear interest at the
same rate as the original loan amount. The amount of the loan is deducted from
the investment options in the same proportion as the account value is then
allocated among them and is placed in a special loan account. This special loan
account will earn interest at an effective annual rate of 4.0%. However, if we
determine that a loan will be treated as a taxable distribution because of the
differential between the loan interest rate and the rate being credited on the
special loan account, we reserve the right to decrease the rate credited on the
special loan account to a rate that would, in our reasonable judgement, result
in the transaction being treated as a loan under Federal tax law.

You can repay all or part of a loan at any time. Each repayment will be
allocated among the investment options as follows:

     . The same proportionate part of the loan as was borrowed from the
       fixed investment option will be repaid to the fixed investment
       option.

     . The remainder of the repayment will be allocated among the investment
       options in the same way a new premium payment would be allocated.

If you want a payment to be used as a loan repayment, you must include
instructions to that effect. Otherwise, all payments will be assumed to be
premium payments.

HOW MUCH WILL JOHN HANCOCK PAY WHEN THE LAST INSURED PERSON DIES?

  In your application for the policy, you will tell us how much life insurance
coverage you want on the lives of the insured persons. This is called the "Total
Sum Insured." Total Sum Insured is composed of the Basic Sum Insured and any
Additional Sum Insured you elect. We reserve the right to impose underwriting
restrictions on the proportions of Additional Sum Insured and Basic Sum Insured
based upon the anticipated frequency of premium payments and other factors.
However, even in the absence of such underwriting restrictions, the Additional
Sum Insured generally cannot exceed 400% of the Basic Sum Insured. There are a
number of factors you should consider in determining whether to elect coverage
in the form of Basic Sum Insured or in the form of Additional Sum Insured. These
factors are discussed under "Basic Sum Insured vs. Additional Sum Insured" on
page 36.

                                       16


  When the last of the two insured persons dies, we will pay the death benefit
minus any outstanding loans. There are two ways of calculating the death
benefit. You choose which one you want in the application. The two death benefit
options are:

     . Option A - The death benefit will equal the greater of (1) the Total
       Sum Insured plus any optional extra death benefit, if elected (as
       described below), or (2) the minimum insurance amount (as described
       below).

     . Option B - The death benefit will equal the greater of (1) the Total
       Sum Insured plus your policy's account value on the date of death of
       the last surviving insured person, or (2) the minimum insurance
       amount.

  For the same premium payments, the death benefit under Option B will tend to
be higher than the death benefit under Option A. On the other hand, the monthly
insurance charge will be higher under Option B to compensate us for the
additional insurance risk. Because of that, the account value will tend to be
higher under Option A than under Option B for the same premium payments.

Optional extra death benefit feature

  If you elect the Option A death benefit, you may also elect this optional
extra death benefit feature. (This feature is sometimes referred to as "Option
M".) The optional extra death benefit is determined on each annual processing
date as follows:

     . First, we multiply your account value by a factor specified in the
       policy. The factor is based on the age of the younger insured person.

     . We will then subtract your Total Sum Insured.

  Any excess is the optional extra death benefit for the remainder of that
policy year. This feature may result in the Option A death benefit being higher
than the minimum insurance amount. Although there is no special charge for this
feature, your monthly insurance charge will be based on that higher death
benefit amount. Election of this feature must be made in the application for the
policy. If you elect this feature, you must elect the "cash value accumulation
test" for purposes of determining the minimum insurance amount (see below). You
may revoke your election of this feature at any time, but there may be adverse
tax consequences if you do. An "annual processing date" is the first business
day of a policy year.

The minimum insurance amount

  In order for a policy to qualify as life insurance under Federal tax law,
there has to be a minimum amount of insurance in relation to account value.
There are two tests that can be applied under Federal tax law - - the "guideline
premium and cash value corridor test" and the "cash value accumulation test."
When you elect the death benefit option, you must also elect which test you wish
to have applied. As indicated above, the guideline premium and cash value
corridor test is not available if the optional extra death benefit feature is
elected. Under the guideline premium and cash value corridor test, we compute
the minimum insurance amount

                                       17



each business day by multiplying the account value on that date by the so-called
"corridor factor" applicable on that date. The corridor factors are derived by
applying the guideline premium and cash value corridor test. The corridor factor
starts out at 2.50 for ages at or below 40 and decreases as attained age
increases, reaching a low of 1.0 at age 95. A table showing the factor for each
policy year will appear in the policy. Under the cash value accumulation test,
we compute the minimum insurance amount each business day by multiplying the
account value on that date by the so-called "death benefit factor" applicable on
that date. The death benefit factors are derived by applying the cash value
accumulation test. The death benefit factor decreases as attained age increases.
A table showing the factor for each policy year will appear in the policy.
Regardless of which test is applied, the appropriate factor will be referred to
in the policy as the "Required Additional Death Benefit Factor."

  As noted above, you have to elect which test will be applied when you elect
the death benefit option. The cash value accumulation test may be preferable if
you want an increasing death benefit in later policy years and/or want to fund
the policy at the "7 pay" limit for the full 7 years (see "Tax Considerations"
beginning on page 41). The guideline premium and cash value corridor test may be
preferable if you want the account value under the policy to increase without
increasing the death benefit as quickly as might otherwise be required.

Policy split option

  At the time of policy issue, you may elect a rider that will permit the Total
Sum Insured to be evenly split into two separate policies, one for each insured
person, but only if the insured persons get divorced or certain Federal tax law
changes occur. The rider may be cancelled at any time, but it will automatically
terminate on the date of death of the first insured person to die or on the
policy anniversary nearest the older insured person's 80th birthday, whichever
is earlier. A policy split could have adverse tax consequences, so check with
your tax adviser before electing this rider.

When the younger insured person reaches 100

  If the policy is still in effect on the policy anniversary nearest the 100th
birthday of the younger of the two insured persons, certain things will happen
whether or not the younger insured person is actually alive on that policy
anniversary. What happens depends upon whether the age 100 waiver of charges
rider is in effect on that policy anniversary.

  If you elected the rider at the time of application for the policy and the
rider is still in effect, the only thing that will happen is that we will stop
deducting any monthly charges (other than the asset-based risk charge) and will
stop accepting premium payments.

  If you did not elect the rider at the time of application for the policy (or
if you did elect it and it is no longer in effect), then the following will
happen:

     . We will stop deducting any monthly charges (other than the
       asset-based risk charge) and will stop accepting any premium
       payments.

                                       18



     . The death benefit will become equal to the account value on the date
       of death. Death benefit Options A and B (as described above) and the
       guaranteed minimum death benefit feature will all cease to apply.

 WHAT OPTIONAL RIDER BENEFITS CAN I CHOOSE?

Optional enhanced cash value rider

  If you surrender the policy at any time during the first 4 policy years and
this rider is then in effect, we will pay an Enhanced Cash Value Benefit. The
Benefit is paid in addition to the policy surrender value. The Benefit is equal
to a percentage of first year premiums paid up to the Target Premium. The
percentage will be specified in the policy. Also, if you die during the first 4
policy years and the rider is in effect, we will increase the policy's account
value by the amount of the Benefit in determining the death benefit payable.
Since the rider increases the amount of insurance for which we are at risk, it
increases the amount of the insurance charge described on page 10. The maximum
amount you may borrow from the policy or withdraw from the policy through
partial withdrawals is not effected by this rider. This rider can only be
elected at the time of application for the policy.

Other riders

  We currently offer a number of other optional riders, such as the four year
level term rider.

 HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage

  The Basic Sum Insured generally cannot be increased after policy issue. After
the first policy year, you may request an increase in the Additional Sum Insured
at any time.  However, you will have to provide us with evidence that the
surviving insured persons still meet our requirements for issuing insurance
coverage. As to when an approved increase would take effect, see "Effective date
of other policy transactions" on page 38.

Decrease in coverage

  The Basic Sum Insured generally cannot be decreased after policy issue. After
the first policy year, you may request a reduction in the Additional Sum Insured
at any time, but only if:

     . the remaining Total Sum Insured will be at least $250,000, and

     . the remaining Total Sum Insured will at least equal the minimum
       required by the tax laws to maintain the policy's life insurance
       status.

  We may refuse any decrease in Additional Sum Insured if it would cause the
death benefit to reflect an increase pursuant to the optional extra death
benefit feature. As to when an approved  decrease would take effect, see
"Effective date of other policy transactions" on page 38.

                                       19



Change of death benefit option

  Changes of death benefit option are not permitted under our current
administrative rules. We expect to be able to allow a change from Option B to
Option A in the near future, but that is not guaranteed.

Tax consequences

  Please read "Tax considerations" starting on page 41 to learn about possible
tax consequences of changing your insurance coverage under the policy.

 CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

  You have the right to cancel your policy within 10 days (or longer in some
states) after you receive it. This is often referred to as the "free look"
period. To cancel your policy, simply deliver or mail the policy to John Hancock
at one of the addresses shown on page 2, or to the John Hancock representative
who delivered the policy to you.

  In most states, you will receive a refund of any premiums you've paid. In some
states, the refund will be your account value on the date of cancellation plus
all charges deducted by John Hancock or the Series Funds prior to that date. The
date of cancellation will be the date of such mailing or delivery.

 CAN I CHOOSE THE FORM IN WHICH JOHN HANCOCK PAYS OUT POLICY PROCEEDS?

Choosing a payment option

  You may choose to receive proceeds from the policy as a single sum. This
includes proceeds that become payable because of death or full surrender.
Alternatively, you can elect to have proceeds of $1,000 or more applied to any
of a number of other payment options, including the following:

     . Option 1 - Proceeds left with us to accumulate with interest

     . Option 2A - Equal monthly payments of a specified amount until all
       proceeds are paid out

     . Option 2B - Equal monthly payments for a specified period of time

     . Option 3 - Equal monthly payments for life, but with payments
       guaranteed for a specific number of years

     . Option 4 - Equal monthly payments for life with no refund

     . Option 5 - Equal monthly payments for life with a refund if all of
       the proceeds haven't been paid out

                                       20



  You cannot choose an option if the monthly payments under the option would be
less than $50. We will issue a supplementary agreement when the proceeds are
applied to any alternative payment option. That agreement will spell out the
terms of the option in full. We will credit interest on each of the above
options. For Options 1 and 2A, the interest will be at least an effective annual
rate of 3 1/2%.

Changing a payment option

  You can change the payment option at any time before the proceeds are payable.
If you haven't made a choice, the payee of the proceeds has a prescribed period
in which he or she can make that choice.

Tax impact

  There may be tax consequences to you or your beneficiary depending upon which
payment option is chosen. You should consult with a qualified tax adviser before
making that choice.

 TO WHAT EXTENT CAN JOHN HANCOCK VARY THE TERMS AND CONDITIONS OF ITS POLICIES
IN PARTICULAR CASES?

  Listed below are some variations we can make in the terms of our policies. Any
variation will be made only in accordance with uniform rules that we apply
fairly to all of our customers.

State law insurance requirements

  Insurance laws and regulations apply to John Hancock in every state in which
its policies are sold. As a result, various terms and conditions of your
insurance coverage may vary from the terms and conditions described in this
prospectus, depending upon where you reside. These variations will be reflected
in your policy or in endorsements attached to your policy.

Variations in expenses or risks

  We may vary the charges and other terms of our policies where special
circumstances result in sales or administrative expenses, mortality risks or
other risks that are different from those normally associated with the policies.
These include the type of variations discussed under "Reduced charges for
eligible classes" on page 39. No variation in any charge will exceed any maximum
stated in this prospectus with respect to that charge.

 HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

  Generally, death benefits paid under policies such as yours are not subject to
income tax. Earnings on your account value are not subject to income tax as long
as we don't pay them out to you. If we do pay out any amount of your account
value upon surrender or partial withdrawal, all or part of that distribution
should generally be treated as a return of the premiums you've paid and should
not be subject to income tax. Amounts you borrow are generally not taxable to
you.

  However, some of the tax rules change if your policy is found to be a
"modified endowment contract." This can happen if you've paid more than a
certain amount of premiums that is

                                       21



prescribed by the tax laws. Additional taxes and penalties may be payable for
policy distributions of any kind.

  For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning on page 41.

 HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

  You should mail or express all checks and money orders for premium payments
and loan repayments to the John Hancock Life Servicing Office at the appropriate
address shown on page 2.

  Under our current rules, certain requests must be made in writing and be
signed and dated by you. They include the following:

     . surrenders or partial withdrawals

     . change of death benefit option

     . increase or decrease in Total Sum Insured

     . change of beneficiary

     . election of payment option for policy proceeds

     . tax withholding elections

     . election of telephone transaction privilege

  The following requests may be made either in writing (signed and dated by you)
or by telephone or fax if a special form is completed (see "Telephone
Transactions" below):

     . loans

     . transfers of account value among investment options

     . change of allocation among investment options for new premium
       payments

  You should mail or express all written requests to the John Hancock Life
Servicing Office at the appropriate address shown on page 2. You should also
send notice of an insured person's death and related documentation to the John
Hancock Life Servicing Office. We don't consider that we've "received" any
communication until such time as it has arrived at the proper place and in the
proper and complete form.

                                       22



  We have special forms that should be used for a number of the requests
mentioned above. You can obtain these forms from the John Hancock Life Servicing
Office or your John Hancock representative. Each communication to us must
include your name, your policy number and the name of the insured persons. We
cannot process any request that doesn't include this required information. Any
communication that arrives after the close of our business day, or on a day that
is not a business day, will be considered "received" by us on the next following
business day. Our business day currently closes at 4:00 p.m. Eastern Standard
Time, but special circumstances (such as suspension of trading on a major
exchange) may dictate an earlier closing time.

Telephone Transactions

  If you complete a special authorization form, you can request loans, transfers
among investment options and changes of allocation among investment options
simply by telephoning us at 1-800-732-5543 or by faxing us at 1-617-886-3048.
Any fax request should include your name, daytime telephone number, policy
number and, in the case of transfers and changes of allocation, the names of the
investment options involved. We will honor telephone instructions from anyone
who provides the correct identifying information, so there is a risk of loss to
you if this service is used by an unauthorized person. However, you will receive
written confirmation of all telephone transactions. There is also a risk that
you will be unable to place your request due to equipment malfunction or heavy
phone line usage. If this occurs, you should submit your request in writing.

  The policies are not designed for professional market timing organizations or
other persons or entities that use programmed or frequent transfers among
investment options. For reasons such as that, we reserve the right to change our
telephone transaction policies or procedures at any time. We also reserve the
right to suspend or terminate the privilege altogether with respect to all
policies like yours or with respect to any class of such policies.

                                       23



       ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND
                              ACCUMULATED PREMIUMS

  The following tables illustrate the changes in death benefit, account value
and surrender value of the policy under certain hypothetical circumstances that
we assume solely for this purpose. Each table separately illustrates the
operation of a policy for specified issue ages, premium payment schedule and
Total Sum Insured. The amounts shown are for the end of each policy year and
assume that all of the account value is invested in funds that achieve
investment returns at constant gross annual rates of 0%, 6% and 12% (i.e.,
before any fees or expenses deducted from Series Fund assets). After the
deduction of average fees and expenses at the Series Fund level (as described
below), the corresponding net annual rates of return would be -0.82%, 5.13% and
11.08%. Investment return reflects investment income and all realized and
unrealized capital gains and losses. The tables assume annual Planned Premiums
that are paid at the beginning of each policy year for a male insured person who
is 55 years old and a preferred underwriting risk when the policy is issued and
for a female insured person who is 50 years old and a preferred underwriting
risk when the policy is issued.

  Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by John Hancock will apply in each year illustrated. The tables headed "Maximum
Charges" are the same, except that the maximum permitted rates for all years are
used for all charges. The tables do not reflect any charge that we reserve the
right to make but are not currently making. The tables assume that the
guaranteed minimum death benefit has not been elected beyond the tenth policy
year, that no Additional Sum Insured or optional rider benefits have been
elected, and that no loans or withdrawals are made.

  With respect to fees and expenses deducted from Series Fund assets, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of .72%, and (2) an assumed average asset charge for
all other Series Fund operating expenses equivalent to an effective annual rate
of .10%. These rates are the arithmetic average for all funds of the Series
Funds. In other words, they are based on the hypothetical assumption that policy
account values are allocated equally among the variable investment options. The
actual rates associated with any policy will vary depending upon the actual
allocation of policy values among the investment options. The charge shown above
for all other Series Fund operating expenses reflects reimbursements to certain
funds as described in the footnotes to the table beginning on page 12. We
currently expect those reimbursement arrangements to continue indefinitely, but
that is not guaranteed. Without those arrangements, the assumed average asset
charge for all other operating expenses shown above would be higher.  This would
result in lower values than those shown in the following tables.

  The second column of each table shows the amount you would have at the end of
each policy year if an amount equal to the assumed Planned Premiums were
invested to earn interest, after taxes, at 5% compounded annually. This is not a
policy value. It is included for comparison purposes only.

  Because your circumstances will no doubt differ from those in the
illustrations that follow, values under your policy will differ, in most cases
substantially. Upon request, we will furnish you with a comparable illustration
reflecting the issue age, sex and underwriting risk classification of each of
your proposed insured persons, and the Total Sum Insured and annual Planned
Premium amount requested.

                                       24



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING CURRENT CHARGES



                                    Death Benefit                 Surrender Value
                             ---------------------------  -----------------------------
                                Assuming hypothetical          Assuming hypothetical
End of    Planned Premiums     gross annual return of         gross annual return of
Policy     accumulated at    ---------------------------  -----------------------------
 Year    5% annual interest    0%       6%        12%       0%       6%         12%
- -------  ------------------  -------  -------  ---------  -------  -------  -----------
                                                       
   1            8,564        500,000  500,000    500,000    4,283    4,566       4,850
   2           17,556        500,000  500,000    500,000   10,095   10,998      11,936
   3           26,998        500,000  500,000    500,000   15,004   16,873      18,887
   4           36,912        500,000  500,000    500,000   20,352   23,546      27,121
   5           47,322        500,000  500,000    500,000   25,612   30,504      36,192
   6           58,252        500,000  500,000    500,000   31,847   38,864      47,337
   7           69,728        500,000  500,000    500,000   37,976   47,579      59,614
   8           81,779        500,000  500,000    500,000   43,999   56,660      73,136
   9           94,432        500,000  500,000    500,000   49,915   66,121      88,026
  10          107,717        500,000  500,000    500,000   55,721   75,974     104,422
  11          121,667        500,000  500,000    500,000   62,061   86,914     123,189
  12          136,314        500,000  500,000    500,000   68,274   98,299     143,849
  13          151,694        500,000  500,000    500,000   74,352  110,141     166,589
  14          167,843        500,000  500,000    500,000   80,287  122,452     191,616
  15          184,799        500,000  500,000    500,000   86,069  135,241     219,160
  16          202,603        500,000  500,000    500,000   92,334  149,567     251,239
  17          221,297        500,000  500,000    500,000   98,450  164,541     286,806
  18          240,926        500,000  500,000    500,000  104,394  180,180     326,251
  19          261,536        500,000  500,000    500,000  110,142  196,505     370,019
  20          283,177        500,000  500,000    500,000  115,662  213,534     418,617
  25          408,735        500,000  500,000    793,560  139,911  311,830     755,771
  30          568,983        500,000  500,000  1,387,141  151,777  435,607   1,321,086
  35          773,504        500,000  626,788  2,374,801  138,961  596,941   2,261,715


* The illustrations assume that Planned Premiums equal to the Target Premium are
  paid at the start of each Policy Year. The Death Benefit and Surrender Value
  will differ if premiums are paid in different amounts or frequencies, if
  policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum Death
  Benefit after the tenth Policy Year, or optional rider benefits are elected.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       25



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING CURRENT CHARGES




                                    Death Benefit               Surrender Value
                             ---------------------------  ---------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums     gross annual return of       gross annual return of
Policy     accumulated at    ---------------------------  ---------------------------
 Year    5% annual interest    0%       6%        12%       0%       6%         12%
- -------  ------------------  -------  -------  ---------  -------  -------  -----------
                                                       
   1            8,564        504,283  504,566    504,850    4,283    4,566       4,850
   2           17,556        509,686  510,590    511,527   10,094   10,997      11,935
   3           26,998        515,002  516,871    518,885   15,002   16,871      18,885
   4           36,912        520,349  523,542    527,117   20,349   23,542      27,117
   5           47,322        525,608  530,498    536,185   25,608   30,498      36,185
   6           58,252        531,840  538,855    547,325   31,840   38,855      47,325
   7           69,728        537,966  547,565    559,596   37,966   47,565      59,596
   8           81,779        543,984  556,639    573,107   43,984   56,639      73,107
   9           94,432        549,893  566,090    587,983   49,893   66,090      87,983
  10          107,717        555,690  575,929    604,357   55,690   75,929     104,357
  11          121,667        562,022  586,854    623,100   62,022   86,854     123,100
  12          136,314        568,220  598,216    643,719   68,220   98,216     143,719
  13          151,694        574,277  610,021    666,395   74,277  110,021     166,395
  14          167,843        580,180  622,276    691,324   80,180  122,276     191,324
  15          184,799        585,915  634,982    718,716   85,915  134,982     218,716
  16          202,603        592,112  649,183    750,558   92,112  149,183     250,558
  17          221,297        598,132  663,974    785,765   98,132  163,974     285,765
  18          240,926        603,943  679,351    824,671  103,943  179,351     324,671
  19          261,536        609,509  695,301    867,641  109,509  195,301     367,641
  20          283,177        614,782  711,804    915,067  114,782  211,804     415,067
  25          408,735        636,174  803,005  1,237,623  136,174  303,005     737,623
  30          568,983        639,819  900,389  1,758,561  139,819  400,389   1,258,561
  35          773,504        608,736  985,264  2,589,919  108,736  485,264   2,089,919


* The illustrations assume that Planned Premiums equal to the Target Premium are
  paid at the start of each Policy Year. The Death Benefit and Surrender Value
  will differ if premiums are paid in different amounts or frequencies, if
  policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum Death
  Benefit after the tenth Policy Year, or optional rider benefits are elected.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       26



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING MAXIMUM CHARGES



                                    Death Benefit              Surrender Value
                             ---------------------------  --------------------------
                                Assuming hypothetical       Assuming hypothetical
End of    Planned Premiums     gross annual return of       gross annual return of
Policy     accumulated at    ---------------------------  --------------------------
 Year    5% annual interest    0%       6%        12%       0%      6%         12%
- -------  ------------------  -------  -------  ---------  ------  -------  -----------
                                                      
   1            8,564        500,000  500,000    500,000   4,130    4,408       4,687
   2           17,556        500,000  500,000    500,000   9,762   10,644      11,561
   3           26,998        500,000  500,000    500,000  14,444   16,263      18,224
   4           36,912        500,000  500,000    500,000  19,511   22,608      26,077
   5           47,322        500,000  500,000    500,000  24,424   29,151      34,654
   6           58,252        500,000  500,000    500,000  30,236   36,995      45,167
   7           69,728        500,000  500,000    500,000  35,855   45,074      56,647
   8           81,779        500,000  500,000    500,000  41,267   53,381      69,179
   9           94,432        500,000  500,000    500,000  46,457   61,911      82,857
  10          107,717        500,000  500,000    500,000  51,409   70,654      97,783
  11          121,667        500,000  500,000    500,000  56,579   80,107     114,606
  12          136,314        500,000  500,000    500,000  61,451   89,762     132,967
  13          151,694        500,000  500,000    500,000  65,992   99,598     153,005
  14          167,843        500,000  500,000    500,000  70,153  109,581     174,875
  15          184,799        500,000  500,000    500,000  73,882  119,674     198,754
  16          202,603        500,000  500,000    500,000  77,121  129,835     224,851
  17          221,297        500,000  500,000    500,000  79,775  139,997     253,392
  18          240,926        500,000  500,000    500,000  81,822  150,154     284,703
  19          261,536        500,000  500,000    500,000  83,156  160,237     319,124
  20          283,177        500,000  500,000    500,000  83,680  170,191     357,087
  25          408,735        500,000  500,000    648,337  69,143  215,534     617,464
  30          568,983             **  500,000  1,086,910      **  239,964   1,035,152
  35          773,504             **  500,000  1,769,417      **  208,337   1,685,159


 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy Year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy Year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       27



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING MAXIMUM CHARGES



                                    Death Benefit              Surrender Value
                             ---------------------------  --------------------------
                                Assuming hypothetical       Assuming hypothetical
End of    Planned Premiums     gross annual return of       gross annual return of
Policy     accumulated at    ---------------------------  --------------------------
 Year    5% annual interest    0%       6%        12%       0%      6%        12%
- -------  ------------------  -------  -------  ---------  ------  -------  ---------
                                                      
   1            8,564        504,129  504,408    504,686   4,129    4,408     4,686
   2           17,556        509,353  510,235    511,152   9,761   10,643    11,560
   3           26,998        514,440  516,258    518,219  14,440   16,258    18,219
   4           36,912        519,500  522,596    526,063  19,500   22,596    26,063
   5           47,322        524,402  529,124    534,621  24,402   29,124    34,621
   6           58,252        530,195  536,943    545,101  30,195   36,943    45,101
   7           69,728        535,783  544,981    556,527  35,783   44,981    56,527
   8           81,779        541,150  553,224    568,969  41,150   53,224    68,969
   9           94,432        546,276  561,660    582,509  46,276   61,660    82,509
  10          107,717        551,139  570,267    597,225  51,139   70,267    97,225
  11          121,667        556,188  579,525    613,739  56,188   79,525   113,739
  12          136,314        560,899  588,912    631,651  60,899   88,912   131,651
  13          151,694        565,227  598,379    651,046  65,227   98,379   151,046
  14          167,843        569,113  607,862    672,005  69,113  107,862   172,005
  15          184,799        572,487  617,283    694,603  72,487  117,283   194,603
  16          202,603        575,277  626,554    718,919  75,277  126,554   218,919
  17          221,297        577,365  635,539    744,990  77,365  135,539   244,990
  18          240,926        578,719  644,178    772,947  78,719  144,178   272,947
  19          261,536        579,214  652,316    802,833  79,214  152,316   302,833
  20          283,177        578,736  659,800    834,706  78,736  159,800   334,706
  25          408,735        556,409  679,984  1,024,700  56,409  179,984   524,700
  30          568,983             **  638,257  1,255,794      **  138,257   755,794
  35          773,504             **       **  1,497,344      **       **   997,344


 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy Year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy Year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       28



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT
      CASH VALUE ACCUMULATION TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING CURRENT CHARGES



                                    Death Benefit                Surrender Value
                             ---------------------------  -----------------------------
                                Assuming hypothetical         Assuming hypothetical
End of    Planned Premiums     gross annual return of        gross annual return of
Policy     accumulated at    ---------------------------  -----------------------------
 Year    5% annual interest    0%       6%        12%       0%       6%         12%
- -------  ------------------  -------  -------  ---------  -------  -------  -----------
                                                       
   1            8,564        500,000  500,000    500,000    4,283    4,566       4,850
   2           17,556        500,000  500,000    500,000   10,095   10,998      11,936
   3           26,998        500,000  500,000    500,000   15,004   16,873      18,887
   4           36,912        500,000  500,000    500,000   20,352   23,546      27,121
   5           47,322        500,000  500,000    500,000   25,612   30,504      36,192
   6           58,252        500,000  500,000    500,000   31,847   38,864      47,337
   7           69,728        500,000  500,000    500,000   37,976   47,579      59,614
   8           81,779        500,000  500,000    500,000   43,999   56,660      73,136
   9           94,432        500,000  500,000    500,000   49,915   66,121      88,026
  10          107,717        500,000  500,000    500,000   55,721   75,974     104,422
  11          121,667        500,000  500,000    500,000   62,061   86,914     123,189
  12          136,314        500,000  500,000    500,000   68,274   98,299     143,849
  13          151,694        500,000  500,000    500,000   74,352  110,141     166,589
  14          167,843        500,000  500,000    500,000   80,287  122,452     191,616
  15          184,799        500,000  500,000    500,000   86,069  135,241     219,160
  16          202,603        500,000  500,000    500,000   92,334  149,567     251,239
  17          221,297        500,000  500,000    533,375   98,450  164,541     286,782
  18          240,926        500,000  500,000    587,462  104,394  180,180     326,120
  19          261,536        500,000  500,000    645,431  110,142  196,505     369,638
  20          283,177        500,000  500,000    707,666  115,662  213,534     417,752
  25          408,735        500,000  500,000  1,102,434  139,911  311,830     746,545
  30          568,983        500,000  573,757  1,695,459  151,777  433,304   1,280,419
  35          773,504        500,000  705,748  2,602,707  138,961  578,355   2,132,896


* The illustrations assume that Planned Premiums equal to the Target Premium are
  paid at the start of each Policy Year. The Death Benefit and Surrender Value
  will differ if premiums are paid in different amounts or frequencies, if
  policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum Death
  Benefit after the tenth Policy Year, or optional rider benefits are elected.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       29



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT CASH VALUE ACCUMULATION TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING CURRENT CHARGES



                                    Death Benefit                Surrender Value
                             ---------------------------  -----------------------------
                                Assuming hypothetical         Assuming hypothetical
End of    Planned Premiums     gross annual return of        gross annual return of
Policy     accumulated at    ---------------------------  -----------------------------
 Year    5% annual interest    0%       6%        12%       0%       6%         12%
- -------  ------------------  -------  -------  ---------  -------  -------  -----------
                                                       
   1            8,564        504,283  504,566    504,850    4,283    4,566       4,850
   2           17,556        509,686  510,590    511,527   10,094   10,997      11,935
   3           26,998        515,002  516,871    518,885   15,002   16,871      18,885
   4           36,912        520,349  523,542    527,117   20,349   23,542      27,117
   5           47,322        525,608  530,498    536,185   25,608   30,498      36,185
   6           58,252        531,840  538,855    547,325   31,840   38,855      47,325
   7           69,728        537,966  547,565    559,596   37,966   47,565      59,596
   8           81,779        543,984  556,639    573,107   43,984   56,639      73,107
   9           94,432        549,893  566,090    587,983   49,893   66,090      87,983
  10          107,717        555,690  575,929    604,357   55,690   75,929     104,357
  11          121,667        562,022  586,854    623,100   62,022   86,854     123,100
  12          136,314        568,220  598,216    643,719   68,220   98,216     143,719
  13          151,694        574,277  610,021    666,395   74,277  110,021     166,395
  14          167,843        580,180  622,276    691,324   80,180  122,276     191,324
  15          184,799        585,915  634,982    718,716   85,915  134,982     218,716
  16          202,603        592,112  649,183    750,558   92,112  149,183     250,558
  17          221,297        598,132  663,974    785,765   98,132  163,974     285,765
  18          240,926        603,943  679,351    824,671  103,943  179,351     324,671
  19          261,536        609,509  695,301    867,641  109,509  195,301     367,641
  20          283,177        614,782  711,804    915,067  114,782  211,804     415,067
  25          408,735        636,174  803,005  1,237,623  136,174  303,005     737,623
  30          568,983        639,819  900,389  1,758,561  139,819  400,389   1,258,561
  35          773,504        608,736  985,264  2,589,919  108,736  485,264   2,089,919


* The illustrations assume that Planned Premiums equal to the Target Premium are
  paid at the start of each Policy Year. The Death Benefit and Surrender Value
  will differ if premiums are paid in different amounts or frequencies, if
  policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum Death
  Benefit after the tenth Policy Year, or optional rider benefits are elected.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       30



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION A DEATH BENEFIT CASH VALUE ACCUMULATION TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING MAXIMUM CHARGES



                                    Death Benefit               Surrender Value
                             ---------------------------  ----------------------------
                                Assuming hypothetical        Assuming hypothetical
End of    Planned Premiums     gross annual return of        gross annual return of
Policy     accumulated at    ---------------------------  ----------------------------
 Year    5% annual interest    0%       6%        12%       0%      6%         12%
- -------  ------------------  -------  -------  ---------  ------  -------  -----------
                                                      
   1            8,564        500,000  500,000    500,000   4,130    4,408       4,687
   2           17,556        500,000  500,000    500,000   9,762   10,644      11,561
   3           26,998        500,000  500,000    500,000  14,444   16,263      18,224
   4           36,912        500,000  500,000    500,000  19,511   22,608      26,077
   5           47,322        500,000  500,000    500,000  24,424   29,151      34,654
   6           58,252        500,000  500,000    500,000  30,236   36,995      45,167
   7           69,728        500,000  500,000    500,000  35,855   45,074      56,647
   8           81,779        500,000  500,000    500,000  41,267   53,381      69,179
   9           94,432        500,000  500,000    500,000  46,457   61,911      82,857
  10          107,717        500,000  500,000    500,000  51,409   70,654      97,783
  11          121,667        500,000  500,000    500,000  56,579   80,107     114,606
  12          136,314        500,000  500,000    500,000  61,451   89,762     132,967
  13          151,694        500,000  500,000    500,000  65,992   99,598     153,005
  14          167,843        500,000  500,000    500,000  70,153  109,581     174,875
  15          184,799        500,000  500,000    500,000  73,882  119,674     198,754
  16          202,603        500,000  500,000    500,000  77,121  129,835     224,851
  17          221,297        500,000  500,000    500,000  79,775  139,997     253,392
  18          240,926        500,000  500,000    512,706  81,822  150,154     284,621
  19          261,536        500,000  500,000    556,132  83,156  160,237     318,497
  20          283,177        500,000  500,000    601,642  83,680  170,191     355,164
  25          408,735        500,000  500,000    866,359  69,143  215,534     586,680
  30          568,983             **  500,000  1,207,522      **  239,964     911,926
  35          773,504             **  500,000  1,651,637      **  208,337   1,353,503


 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy Year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy Year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       31



PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
      $500,000 TOTAL SUM INSURED AT ISSUE
      MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
      FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
      OPTION B DEATH BENEFIT
      CASH VALUE ACCUMULATION TEST
      NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
      PLANNED PREMIUM: $8,156*
      USING MAXIMUM CHARGES



                                    Death Benefit              Surrender Value
                             ---------------------------  --------------------------
                                Assuming hypothetical       Assuming hypothetical
End of    Planned Premiums     gross annual return of       gross annual return of
Policy     accumulated at    ---------------------------  --------------------------
 Year    5% annual interest    0%       6%        12%       0%      6%        12%
- -------  ------------------  -------  -------  ---------  ------  -------  ---------
                                                      
   1            8,564        504,129  504,408    504,686   4,129    4,408     4,686
   2           17,556        509,353  510,235    511,152   9,761   10,643    11,560
   3           26,998        514,440  516,258    518,219  14,440   16,258    18,219
   4           36,912        519,500  522,596    526,063  19,500   22,596    26,063
   5           47,322        524,402  529,124    534,621  24,402   29,124    34,621
   6           58,252        530,195  536,943    545,101  30,195   36,943    45,101
   7           69,728        535,783  544,981    556,527  35,783   44,981    56,527
   8           81,779        541,150  553,224    568,969  41,150   53,224    68,969
   9           94,432        546,276  561,660    582,509  46,276   61,660    82,509
  10          107,717        551,139  570,267    597,225  51,139   70,267    97,225
  11          121,667        556,188  579,525    613,739  56,188   79,525   113,739
  12          136,314        560,899  588,912    631,651  60,899   88,912   131,651
  13          151,694        565,227  598,379    651,046  65,227   98,379   151,046
  14          167,843        569,113  607,862    672,005  69,113  107,862   172,005
  15          184,799        572,487  617,283    694,603  72,487  117,283   194,603
  16          202,603        575,277  626,554    718,919  75,277  126,554   218,919
  17          221,297        577,365  635,539    744,990  77,365  135,539   244,990
  18          240,926        578,719  644,178    772,947  78,719  144,178   272,947
  19          261,536        579,214  652,316    802,833  79,214  152,316   302,833
  20          283,177        578,736  659,800    834,706  78,736  159,800   334,706
  25          408,735        556,409  679,984  1,024,700  56,409  179,984   524,700
  30          568,983             **  638,257  1,255,794      **  138,257   755,794
  35          773,504             **       **  1,497,344      **       **   997,344


 * The illustrations assume that Planned Premiums equal to the Target Premium
   are paid at the start of each Policy Year. The Death Benefit and Surrender
   Value will differ if premiums are paid in different amounts or frequencies,
   if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
   Death Benefit after the tenth Policy Year, or optional rider benefits are
   elected.
** Policy lapses unless additional premium payments are made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

                                       32


                              ADDITIONAL INFORMATION

  This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 4 through 23.


CONTENTS OF THIS SECTION                                       BEGINNING ON PAGE
- ------------------------                                       -----------------

Description of John Hancock ..................................         34
How we support the policy and investment options .............         34
Procedures for issuance of a policy ..........................         35
Basic Sum Insured vs. Additional Sum Insured .................         36
Commencement of investment performance .......................         37
How we process certain policy transactions ...................         37
Effects of policy loans ......................................         38
Additional information about how certain policy charges work..         39
How we market the policies ...................................         40
Tax considerations ...........................................         41
Reports that you will receive ................................         43
Voting privileges that you will have .........................         43
Changes that John Hancock can make as to your policy .........         44
Adjustments we make to death benefits ........................         44
When we pay policy proceeds ..................................         44
Other details about exercising rights and paying benefits ....         45
Legal matters ................................................         45
Registration statement filed with the SEC ....................         45
Accounting and actuarial experts .............................         45
Financial statements of John Hancock and the Account .........         46
List of Directors and Executive Officers of John Hancock .....         47

                                       33



 DESCRIPTION OF JOHN HANCOCK

  We are John Hancock Life Insurance Company, a Massachusetts stock life
insurance company. On February 1, 2000, John Hancock Mutual Life Insurance
Company (which was chartered in Massachusetts in 1862) converted to a stock
company by "demutualizing" and changed its name to John Hancock Life Insurance
Company.  As part of the demutualization process, John Hancock Life Insurance
Company became a subsidiary of John Hancock Financial Services, Inc., a newly
formed publicly-traded corporation. Our Home Office is at John Hancock Place,
Boston, Massachusetts 02117. We are authorized to transact a life insurance and
annuity business in all states and in the District of Columbia. As of December
31, 2000, our assets were approximately $88 billion.

  We are regulated and supervised by the Massachusetts Commissioner of
Insurance, who periodically examines our affairs. We also are subject to the
applicable insurance laws and regulations of all jurisdictions in which we are
authorized to do business. We are required to submit annual statements of our
operations, including financial statements, to the insurance departments of the
various jurisdictions in which we do business for purposes of determining
solvency and compliance with local insurance laws and regulations. The
regulation to which we are subject, however, does not provide a guarantee as to
such matters.

 HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

  The variable investment options shown on page 1 are in fact subaccounts of
Separate Account UV (the "Account"), a separate account established by us under
Massachusetts law. The Account meets the definition of "separate account" under
the Federal securities laws and is registered as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act"). Such registration does not
involve supervision by the SEC of the management of the Account or John Hancock.

  The Account's assets are the property of John Hancock. Each policy provides
that amounts we hold in the Account pursuant to the policies cannot be reached
by any other persons who may have claims against us.

  The assets in each subaccount are invested in the corresponding fund of one of
the Series Funds. New subaccounts may be added as new funds are added to the
Series Funds and made available to policy owners. Existing subaccounts may be
deleted if existing funds are deleted from the Series Funds.

  We will purchase and redeem Series Fund shares for the Account at their net
asset value without any sales or redemption charges. Shares of a Series Fund
represent an interest in one of the funds of the Series Fund which corresponds
to a subaccount of the Account. Any dividend or capital gains distributions
received by the Account will be reinvested in shares of that same fund at their
net asset value as of the dates paid.

  On each business day, shares of each fund are purchased or redeemed by us for
each subaccount based on, among other things, the amount of net premiums
allocated to the subaccount, distributions reinvested, and transfers to, from
and among subaccounts, all to be effected as of that date. Such purchases and
redemptions are effected at each fund's net asset value per share determined for
that same date. A "business day" is any date on which the New York Stock
Exchange is open for trading. We compute policy values for each business day as
of the close of that day (usually 4:00 p.m. Eastern Standard Time).

Our general account

  Our obligations under the policy's fixed investment option are backed by our
general account assets. Our general account consists of assets owned by us other
than those in the Account and in other separate accounts that we may establish.
Subject to

                                       34



applicable law, we have sole discretion over the investment of assets of the
general account and policy owners do not share in the investment experience of,
or have any preferential claim on, those assets. Instead, we guarantee that the
account value allocated to the fixed investment option will accrue interest
daily at an effective annual rate of at least 4% without regard to the actual
investment experience of the general account.

  Because of exemptive and exclusionary provisions, interests in our fixed
investment option have not been registered under the Securities Act of 1933 and
our general account has not been registered as an investment company under the
1940 Act. Accordingly, neither the general account nor any interests therein are
subject to the provisions of these acts, and we have been advised that the staff
of the SEC has not reviewed the disclosure in this prospectus relating to the
fixed investment option. Disclosure regarding the fixed investment option may,
however, be subject to certain generally-applicable provisions of the Federal
securities laws relating to accuracy and completeness of statements made in
prospectuses.

 PROCEDURES FOR ISSUANCE OF A POLICY

  Generally, the policy is available with a minimum Total Sum Insured at issue
of $250,000 and a minimum Basic Sum Insured at issue of $250,000. At the time of
issue, each insured person must have an attained age of at least 20 and no more
than 85. All insured persons must meet certain health and other insurance risk
criteria called "underwriting standards".

  Policies issued in Montana or in connection with certain employee plans will
not directly reflect the sex of the insured persons in either the premium rates
or the charges or values under the policy. The illustrations set forth in this
prospectus are sex-distinct and, therefore, may not reflect the rates, charges,
or values that would apply to such policies.

Minimum Initial Premium

  The Minimum Initial Premium must be received by us at our Life Servicing
Office in order for the policy to be in full force and effect. There is no grace
period for the payment of the Minimum Initial Premium. The Minimum Initial
Premium is determined by us based on the characteristics of each of the insured
persons, the Total Sum Insured at issue, and the policy options you have
selected.

Commencement of insurance coverage

  After you apply for a policy, it can sometimes take up to several weeks for us
to gather and evaluate all the information we need to decide whether to issue a
policy to you and, if so, what the insured persons' rate classes should be.
After we approve an application for a policy and assign an appropriate insurance
rate class, we will prepare the policy for delivery. We will not pay a death
benefit under a policy unless the policy is in effect when the last surviving
insured person dies (except for the circumstances described under "Temporary
coverage prior to policy delivery" on page 36).

  The policy will take effect only if all of the following conditions are
satisfied:

 .  The policy is delivered to and received by the applicant.

 .  The Minimum Initial Premium is received by us.

 .  Each insured person is living and still meets our health criteria for issuing
   insurance.

 If all of the above conditions are satisfied, the policy will take effect on
the date shown in the policy as the "date of issue." That is the date on which
we begin to deduct monthly charges. Policy months, policy years and policy
anniversaries are all measured from the date of issue.

Backdating

  In order to preserve a younger age at issue for one or both of the insured
persons, we can designate a

                                       35



date of issue that is up to 60 days earlier than the date that would otherwise
apply. This is referred to as "backdating" and is allowed under state insurance
laws. Backdating can also be used in certain corporate-owned life insurance
cases involving multiple policies to retain a common monthly deduction date.

  The conditions for coverage described above under "Commencement of insurance
coverage" must still be satisfied, but in a backdating situation the policy
always takes effect retroactively. Backdating results in a lower insurance
charge (if it is used to preserve the insured person's younger age at issue),
but monthly charges begin earlier than would otherwise be the case. Those
monthly charges will be deducted as soon as we receive premiums sufficient to
pay them.

Temporary coverage prior to policy delivery

  If a specified amount of premium is paid with the application for a policy and
other conditions are met, we will provide temporary survivorship term life
insurance coverage on the insured persons for a period prior to the time
coverage under the policy takes effect. Such temporary term coverage will be
subject to the terms and conditions described in the application for the policy,
including limits on amount and duration of coverage.

Monthly deduction dates

  Each charge that we deduct monthly is assessed against your account value or
the subaccounts at the close of business on the date of issue and at the close
of the first business day in each subsequent policy month.

 BASIC SUM INSURED VS. ADDITIONAL SUM INSURED

  As noted earlier in this prospectus, you should consider a number of factors
in determining whether to elect coverage in the form of Basic Sum Insured or in
the form of Additional Sum Insured.

  The amount of sales charge deducted from premiums and the amount of
compensation paid to the selling insurance agent will be less if coverage is
included as Additional Sum Insured, rather than as Basic Sum Insured. On the
other hand, the amount of any Additional Sum Insured is not included in the
guaranteed minimum death benefit feature. Therefore, if the policy's surrender
value is insufficient to pay the monthly charges as they fall due (including the
charges for the Additional Sum Insured), the Additional Sum Insured coverage
will lapse, even if the Basic Sum Insured stays in effect pursuant to the
guaranteed minimum death benefit feature.

  Generally, you will incur lower sales charges and have more flexible coverage
with respect to the Additional Sum Insured than with respect to the Basic Sum
Insured. If this is your priority, you may wish to maximize the proportion of
the Additional Sum Insured. However, if your priority is to take advantage of
the guaranteed minimum death benefit feature, the proportion of the Policy's
Total Sum Insured that is guaranteed can be increased by taking out more
coverage as Basic Sum Insured at the time of policy issuance. As stated earlier
in this prospectus, the guaranteed minimum death benefit feature does not apply
if the Additional Sum Insured is scheduled to exceed the Basic Sum Insured at
any time. If such was the case, you would presumably wish to maximize the
proportion of the Additional Sum Insured.

  If you want to purchase Additional Sum Insured, you may select from among
several forms of it: a level amount of coverage; an amount of coverage that
increases on each policy anniversary up to a prescribed limit; an amount of
coverage that increases on each policy anniversary to the amount of premiums
paid during prior policy years plus the Planned Premium for the current policy
year, subject to certain limits; or a combination of those forms of coverage.

  Any decision you make to modify the amount of Additional Sum Insured coverage
after issue can

                                       36



have significant tax consequences (see "Tax Considerations" beginning on page
41).

 COMMENCEMENT OF INVESTMENT PERFORMANCE

  Any premium payment processed prior to the twentieth day after the date of
issue will automatically be allocated to the Money Market investment option. On
the later of the date such payment is received or the twentieth day following
the date of issue, the portion of the Money Market investment option
attributable to such payment will be reallocated automatically among the
investment options you have chosen.

  All other premium payments will be allocated among the investment options you
have chosen as soon as they are processed.

 HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

  We will process any premium payment as of the day we receive it, unless one of
the following exceptions applies:

  (1) We will process a payment received prior to a policy's date of issue as if
received on the date of issue.

  (2) If the Minimum Initial Premium is not received prior to the date of issue,
we will process each premium payment received thereafter as if received on the
business day immediately preceding the date of issue until all of the Minimum
Initial Premium is received.

  (3) We will process the portion of any premium payment for which we require
evidence of an insured person's continued insurability only after we have
received such evidence and found it satisfactory to us.

  (4) If we receive any premium payment that we think will cause a policy to
become a modified endowment or will cause a policy to lose its status as life
insurance under the tax laws, we will not accept the excess portion of that
premium payment and will immediately notify the owner. We will refund the excess
premium when the premium payment check has had time to clear the banking system
(but in no case more than two weeks after receipt), except in the following
circumstances:

 .  The tax problem resolves itself prior to the date the refund is to be made;
   or

 .  The tax problem relates to modified endowment status and we receive a signed
   acknowledgment from the owner prior to the refund date instructing us to
   process the premium notwithstanding the tax issues involved.

 In the above cases, we will treat the excess premium as having been received on
the date the tax problem resolves itself or the date we receive the signed
acknowledgment. We will then process it accordingly.

  (5) If a premium payment is received or is otherwise scheduled to be processed
(as specified above) on a date that is not a business day, the premium payment
will be processed on the business day next following that date.

Transfers among investment options

  Any reallocation among investment options must be such that the total in all
investment options after reallocation equals 100% of account value. Transfers
out of any investment option will be effective at the end of the business day in
which we receive at our Life Servicing Office notice satisfactory to us.

  We have the right to defer transfers of amounts out of the fixed investment
option for up to six months.

Dollar cost averaging

   Scheduled transfers under this option may be made from the Money Market
investment option to not more than nine other variable investment options.

                                       37



However, the amount transferred to any one investment option must be at least
$100.

  Once we receive the election in form satisfactory to us at our Life Servicing
Office, transfers will begin on the second monthly deduction date following its
receipt. If you have any questions with respect to this provision, call
1-800-732-5543.

  Once elected, the scheduled monthly transfer option will remain in effect for
so long as you have at least $2,500 of your account value in the Money Market
investment option, or until we receive written notice from you of cancellation
of the option or notice of the death of the last surviving insured person. We
reserve the right to modify, terminate or suspend the dollar cost averaging
program at any time.

Telephone transfers and policy loans

  Once you have completed a written authorization, you may request a transfer or
policy loan by telephone or by fax. If the fax request option becomes
unavailable, another means of telecommunication will be substituted.

  If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to confirm that instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the owner. If we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

Effective date of other policy transactions

  The following transactions take effect on the policy anniversary on or next
following the date we approve the request:

 .  Total Sum Insured decreases

 .  Additional Sum Insured increases

 .  Change of death benefit option from Option B to Option A, when and if
   permitted by our administrative rules (see "Change of death benefit option"
   on page 19)

  Reinstatements of lapsed policies take effect on the monthly deduction date on
or next following the date we approve the request for reinstatement.

  We process loans, surrenders, partial withdrawals and loan repayments as of
the day we receive the request or repayment.

 EFFECTS OF POLICY LOANS

  The account value, the surrender value, and any death benefit above the Total
Sum Insured are permanently affected by any loan, whether or not it is repaid in
whole or in part. This is because the amount of the loan is deducted from the
investment options and placed in a special loan account. The investment options
and the special loan account will generally have different rates of investment
return.

  The amount of the outstanding loan (which includes accrued and unpaid
interest) is subtracted from the amount otherwise payable when the policy
proceeds become payable.

  Whenever the outstanding loan exceeds 90% of your account value, the policy
will terminate 31 days after we have mailed notice of termination to you (and to
any assignee of record at such assignee's last known address) specifying the
minimum amount that must be paid to avoid termination, unless a repayment of at
least the amount specified is made within that period. Also, taking out a loan
on the policy increases the risk that the policy may lapse because of the
difference between the interest rate

                                       38



charged on the loan and the interest rate credited to the special loan account.
 Policy loans may also result in adverse tax consequences under certain
circumstances (see "Tax considerations" beginning on page 41).

 ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

  The sales charges help to compensate us for the cost of selling our policies.
(See "What charges will John Hancock deduct from my investment in the policy?"
in the Basic Information section of this prospectus.) The amount of the charges
in any policy year does not specifically correspond to sales expenses for that
year. We expect to recover our total sales expenses over the life of the
policies. To the extent that the sales charges do not cover total sales
expenses, the sales expenses may be recovered from other sources, including
gains from the asset-based risk charge and other gains with respect to the
policies, or from our general assets. (See "How we market the policies" on page
40.) Similarly, administrative expenses not fully covered by the premium
processing, issue and administrative charges may also be recovered from such
other sources.

Effect of premium payment pattern

  You may structure the timing and amount of premium payments to minimize the
sales charges, although doing so involves certain risks. Paying less than one
Target Premium in the first policy year or paying more than one Target Premium
in any policy year could reduce your total sales charges over time. For example,
if the Target Premium was $10,000 and you paid a premium of $10,000 in each of
the first ten policy years, you would pay total sales charges of $14,000. If you
paid $20,000 (i.e., two times the Target Premium amount) in every other policy
year up to the ninth policy year, you would pay total sales charges of only
$9,750. However, delaying the payment of Target Premiums to later policy years
could increase the risk that the guaranteed minimum death benefit feature will
lapse and the account value will be insufficient to pay monthly policy charges
as they come due. As a result, the policy or any Additional Sum Insured may
lapse and eventually terminate. Conversely, accelerating the payment of Target
Premiums to earlier policy years could cause aggregate premiums paid to exceed
the policy's 7-pay premium limit and, as a result, cause the policy to become a
modified endowment, with adverse tax consequences to you upon receipt of policy
distributions. (See "Tax considerations" beginning on page 41.)

Monthly charges

  We deduct the monthly charges described in the Basic Information section from
your policy's investment options in proportion to the amount of account value
you have in each. For each month that we cannot deduct any charge because of
insufficient account value, the uncollected charges will accumulate and be
deducted when and if sufficient account value becomes available.

  The insurance under the policy continues in full force during any grace period
but, if the last surviving insured person dies during the policy grace period,
the amount of unpaid monthly charges is deducted from the death benefit
otherwise payable.

Reduced charges for eligible classes

  The charges otherwise applicable may be reduced with respect to policies
issued to a class of associated individuals or to a trustee, employer or similar
entity where we anticipate that the sales to the members of the class will
result in lower than normal sales or administrative expenses, lower taxes or
lower risks to us. We will make these reductions in accordance with our rules in
effect at the time of the application for a policy. The factors we consider in
determining the eligibility of a particular group for reduced charges, and the
level of the reduction, are as follows: the nature of the association and its
organizational framework; the method by which sales

                                       39



will be made to the members of the class; the facility with which premiums will
be collected from the associated individuals and the association's capabilities
with respect to administrative tasks; the anticipated lapse and surrender rates
of the policies; the size of the class of associated individuals and the number
of years it has been in existence; the aggregate amount of premiums paid; and
any other such circumstances which result in a reduction in sales or
administrative expenses, lower taxes or lower risks. Any reduction in charges
will be reasonable and will apply uniformly to all prospective policy purchasers
in the class and will not unfairly discriminate against any owner.

 HOW WE MARKET THE POLICIES

  John Hancock Funds, Inc. ("JHFI")  and Signator Investors, Inc.("Signator")
act as principal distributors of the policies sold through this prospectus.
 JHFI and Signator are each registered as a broker-dealer under the Securities
Exchange Act of 1934, and each is a member of the National Association of
Securities Dealers, Inc.  JHFI's address is 101 Huntington Avenue, Boston,
Massachusetts 02199.  Signator's address is 200 Clarendon Street, John Hancock
Place, Boston, Massachusetts 02117.  JHFI and Signator are subsidiaries of John
Hancock.

  You can purchase a policy through representatives of broker-dealers and
certain financial institutions who have entered into selling agreements with
JHFI and us, or with Signator and us.  We pay compensation to these
broker-dealers for promoting, marketing and selling our products through their
representatives who are authorized by applicable law to sell variable life
insurance polices.  In turn, the broker-dealers pay a portion of the
compensation to these representatives, under their own arrangements.  The most
common schedule of gross commissions (inclusive of overrides and expense
allowance payments paid to such broker-dealers and financial institutions) is as
follows:
 .  87.75% of first year premiums paid up to the Target Premium plus 5.85% of any
   excess premium payments,
 .  5% of premiums paid in policy years 2 through 4 up to the Target premium plus
   3% of any excess premium payments, and
 .  3% of all premium payments paid in policy years 5 through 10.

  In situations where the broker dealer provides some or all of the additional
marketing services required, we may pay an additional gross first year
commission of up to 20% of premiums paid up to the Target Premium. In such
instances, we may also pay an additional gross renewal commission. The
additional gross renewal commission would not be expected to exceed 0.10% of
account value less policy loans in policy years 2 and thereafter. For limited
periods of time, we may pay additional compensation to broker-dealers as part of
special sales promotions.

  Signator also pays its branch office principals, who are also independent
general agents of ours,  for sales of the policies to Signator customers.  In
turn, the branch office principals pay a portion of their compensation to their
assigned marketing representatives, under their own arrangments. The most common
schedule of gross commission (inclusive of overrides and expense allowance
payments paid to such branch office principals) is as follows:
 .  89% of the Target Premium paid in the first policy year, 10% of the Target
   Premium paid in each of policy years 2 through 4, and 3% of the Target
   Premium paid in each policy year thereafter,
 .  5.89% of any premium paid in the first policy year in excess of the Target
   Premium, and
 .  3% to 3.25% of any premium paid in any other policy year in excess of the
   Target Premium.

  Representatives who meet certain productivity and persistency standards may be
eligible for

                                       40



additional compensation. From time to time, JHFI and Signator, at their expense,
may provide significant additional amounts to financial services firms which
sell or arrange for the sale of the policies.  Such amounts may include, for
example, financial assistance to financial services firms in connection with
their conferences or seminars, sales or training programs for invited registered
representatives and other employees, payment for travel expenses, including
lodging, incurred by registered representatives and other employees for such
seminars or training programs, seminars for the public, advertising and sales
campaigns regarding the policies, and/or other events or activities sponsored by
the financial services firms.

   We offer these contracts on a continuous basis, but neither JHFI nor Signator
is obligated to sell any particular amount of policies.  JHFI and Signator also
serve as principal underwriters for John Hancock Variable Annuity Accounts U, I
and V, and John Hancock Variable Life Accounts S, U and V, all of which are
registered under the 1940 Act. Signator is also the principal underwriter for
the John Hancock Variable Series Trust I, and JHFI is the principal underwriter
for the John Hancock Declaration Trust.

  We reimburse JHFI and Signator for certain direct and indirect expenses
actually incurred in connection with the marketing of these contracts.  John
Hancock performs insurance underwriting and determines whether to accept or
reject the application for a policy and each insured person's risk
classification.  Officers and employees of John Hancock are covered by a blanket
bond by a commercial carrier in the amount of $25 million.

 TAX CONSIDERATIONS

  This description of federal income tax consequences is only a brief summary
and is not intended as tax advice. Tax consequences will vary based on your own
particular circumstances, and for further information you should consult a
qualified tax advisor. Federal, state and local tax laws, regulations and
interpretations can change from time to time. As a result, the tax consequences
to you and the beneficiary may be altered, in some cases retroactively.

Policy proceeds

  We believe the policy will receive the same federal income and estate tax
treatment as fixed benefit life insurance policies. Section 7702 of the Internal
Revenue Code (the "Code") defines life insurance for federal tax purposes. If
certain standards are met at issue and over the life of the policy, the policy
will satisfy that definition. We will monitor compliance with these standards.

  If the policy complies with the definition of life insurance, we believe the
death benefit under the policy will be excludable from the beneficiary's gross
income under the Code. In addition, increases in account value as a result of
interest or investment experience will not be subject to federal income tax
unless and until values are actually received through distributions.
Distributions for tax purposes can include amounts received upon surrender or
partial withdrawals. You may also be deemed to have received a distribution for
tax purposes if you assign all or part of your policy rights or change your
policy's ownership.

  In general, the owner will be taxed on the amount of distributions that exceed
the premiums paid under the policy. But under certain circumstances within the
first 15 policy years, the owner may be taxed on a distribution even if total
withdrawals do not exceed total premiums paid. Any taxable distribution will be
ordinary income to the owner (rather than capital gains).

  We also believe that, except as noted below, loans received under the policy
will be treated as indebtedness of an owner and that no part of any loan will
constitute income to the owner. However, if the policy terminates for any
reason, the amount of any outstanding loan that was not previously considered
income will be treated as if it had been distributed to the owner upon such
termination. This could result in

                                       41



a considerable tax bill. Under certain circumstances involving large amounts of
outstanding loans, you might find yourself having to choose between high premium
requirements to keep your policy from lapsing and a significant tax burden if
you allow the lapse to occur.

  It is possible that, despite our monitoring, a policy might fail to qualify as
life insurance under Section 7702 of the Code. This could happen, for example,
if we inadvertently failed to return to you any premium payments that were in
excess of permitted amounts, or if any of the funds failed to meet certain
investment diversification or other requirements of the Code. If this were to
occur, you would be subject to income tax on the income and gains under the
policy for the period of the disqualification and for subsequent periods.

  In the past, the United States Treasury Department has stated that it
anticipated issuing guidelines prescribing circumstances in which the ability of
a policy owner to direct his or her investment to particular funds may cause the
policy owner, rather than the insurance company, to be treated as the owner of
the shares of those funds. In that case, any income and gains attributable to
those shares would be included in your current gross income for federal income
tax purposes. Under current law, however, we believe that we, and not the owner
of a policy, would be considered the owner of the fund's shares for tax
purposes.

  Tax consequences of ownership or receipt of policy proceeds under federal,
state and local estate, inheritance, gift and other tax laws depend on the
circumstances of each owner or beneficiary.

  Because there may be unfavorable tax consequences (including recognition of
taxable income and the loss of income tax-free treatment for any death benefit
payable to the beneficiary), you should consult a qualified tax adviser prior to
changing the policy's ownership or making any assignment of ownership interests.

7-pay premium limit

  At the time of policy issuance, we will determine whether the Planned Premium
schedule will exceed the 7-pay limit discussed below. If so, our standard
procedures prohibit issuance of the policy unless you sign a form acknowledging
that fact.

  The 7-pay limit is the total of net level premiums that would have been
payable at any time for a comparable fixed policy to be fully "paid-up" after
the payment of 7 equal annual premiums. "Paid-up" means that no further premiums
would be required to continue the coverage in force until maturity, based on
certain prescribed assumptions. If the total premiums paid at any time during
the first 7 policy years exceed the 7-pay limit, the policy will be treated as a
"modified endowment", which can have adverse tax consequences.

  The owner will be taxed on distributions and loans from a "modified endowment"
to the extent of any income (gain) to the owner (on an income-first basis). The
distributions and loans affected will be those made on or after, and within the
two year period prior to, the time the policy becomes a modified endowment.
Additionally, a 10% penalty tax may be imposed on taxable portions of such
distributions or loans that are made before the owner attains age 59 1/2.

  Furthermore, any time there is a "material change" in a policy (such as an
increase in Additional Sum Insured, the addition of certain other policy
benefits after issue, a change in death benefit option, or reinstatement of a
lapsed policy), the policy will have a new 7-pay limit as if it were a
newly-issued policy. If a prescribed portion of the policy's then account value,
plus all other premiums paid within 7 years after the material change, at any
time exceed the new 7-pay limit, the policy will become a modified endowment.

  Moreover, if benefits under a policy are reduced (such as a reduction in the
Total Sum Insured or death benefit or the reduction or cancellation of certain
rider benefits), the 7-pay limit will be recalculated

                                       42



based on the reduced benefits. If the premiums paid to date are greater than the
recalculated 7-pay limit, the policy will become a modified endowment.

  All modified endowments issued by the same insurer (or its affiliates) to the
owner during any calendar year generally will be treated as one contract for the
purpose of applying the modified endowment rules. A policy received in exchange
for a modified endowment will itself also be a modified endowment. You should
consult your tax advisor if you have questions regarding the possible impact of
the 7-pay limit on your policy.

Corporate and H.R. 10 plans

  The policy may be acquired in connection with the funding of retirement plans
satisfying the qualification requirements of Section 401 of the Code. If so, the
Code provisions relating to such plans and life insurance benefits thereunder
should be carefully scrutinized. We are not responsible for compliance with the
terms of any such plan or with the requirements of applicable provisions of the
Code.

 REPORTS THAT YOU WILL RECEIVE

  At least annually, we will send you a statement setting forth the following
information as of the end of the most recent reporting period: the amount of the
death benefit, the Basic Sum Insured and the Additional Sum Insured, the account
value, the portion of the account value in each investment option, the surrender
value, premiums received and charges deducted from premiums since the last
report, and any outstanding policy loan (and interest charged for the preceding
policy year). Moreover, you also will receive confirmations of premium payments,
transfers among investment options, policy loans, partial withdrawals and
certain other policy transactions.

  Semiannually we will send you a report containing the financial statements of
the Series Funds, including a list of securities held in each fund.

 VOTING PRIVILEGES THAT YOU WILL HAVE

  All of the assets in the subaccounts of the Account are invested in shares of
the corresponding funds of the Series Funds. We will vote the shares of each of
the funds of a Series Fund which are deemed attributable to variable life
insurance policies at regular and special meetings of the Series Fund's
shareholders in accordance with instructions received from owners of such
policies. Shares of the Series Fund held in the Account which are not
attributable to such policies, as well as shares for which instructions from
owners are not received, will be represented by us at the meeting. We will vote
such shares for and against each matter in the same proportions as the votes
based upon the instructions received from the owners of such policies.

  We determine the number of a fund's shares held in a subaccount attributable
to each owner by dividing the amount of a policy's account value held in the
subaccount by the net asset value of one share in the fund. Fractional votes
will be counted. We determine the number of shares as to which the owner may
give instructions as of the record date for a Series Fund's meeting. Owners of
policies may give instructions regarding the election of the Board of Trustees
or the Board of Directors of a Series Fund, ratification of the selection of
independent auditors, approval of Series Fund investment advisory agreements and
other matters requiring a shareholder vote. We will furnish owners with
information and forms to enable owners to give voting instructions.

  However, we may, in certain limited circumstances permitted by the SEC's
rules, disregard voting instructions. If we do disregard voting instructions,
you will receive a summary of that action and the reasons for it in the next
semi-annual report to owners.

                                       43



 CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to a Series Fund or the Account

  The voting privileges described in this prospectus reflect our understanding
of applicable Federal securities law requirements. To the extent that applicable
law, regulations or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in accordance with any
such revised requirements. We also reserve the right, subject to compliance with
applicable law, including approval of owners if so required, (1) to transfer
assets determined by John Hancock to be associated with the class of policies to
which your policy belongs from the Account to another separate account or
subaccount, (2) to operate the Account as a "management-type investment company"
under the 1940 Act, or in any other form permitted by law, the investment
adviser of which would be John Hancock or an affiliate, (3) to deregister the
Account under the 1940 Act, (4) to substitute for the fund shares held by a
subaccount any other investment permitted by law, and (5) to take any action
necessary to comply with or obtain any exemptions from the 1940 Act. We would
notify owners of any of the foregoing changes and, to the extent legally
required, obtain approval of owners and any regulatory body prior thereto. Such
notice and approval, however, may not be legally required in all cases.

Other permissible changes

  We reserve the right to make any changes in the policy necessary to ensure the
policy is within the definition of life insurance under the Federal tax laws and
is in compliance with any changes in Federal or state tax laws.

  In our policies, we reserve the right to make certain changes if they would
serve the best interests of policy owners or would be appropriate in carrying
out the purposes of the policies. Such changes include the following:

 .  Changes necessary to comply with or obtain or continue exemptions under the
   federal securities laws

 .  Combining or removing investment options

 .  Changes in the form of organization of any separate account

  Any such changes will be made only to the extent permitted by applicable laws
and only in the manner permitted by such laws. When required by law, we will
obtain your approval of the changes and the approval of any appropriate
regulatory authority.

 ADJUSTMENTS WE MAKE TO DEATH BENEFITS

  If either insured person commits suicide within certain time periods, the
amount of death benefit we pay will be limited as described in the policy. Also,
if an application misstated the age or gender of either insured person, we will
adjust the amount of any death benefit as described in the policy.

 WHEN WE PAY POLICY PROCEEDS

General

  We will pay any death benefit, withdrawal, surrender value or loan within 7
days after we receive the last required form or request (and, with respect to
the death benefit, any other documentation that may be required). If we don't
have information about the desired manner of payment within 7 days after the
date we receive documentation of the death of the last surviving insured person,
we will pay the proceeds as a single sum.

Delay to challenge coverage

  We may challenge the validity of your insurance policy based on any material
misstatements made to us in the application for the policy. We cannot make such
a challenge, however, beyond certain time limits that are specified in the
policy.

                                       44



Delay for check clearance

  We reserve the right to defer payment of that portion of your account value
that is attributable to a premium payment made by check for a reasonable period
of time (not to exceed 15 days) to allow the check to clear the banking system.

Delay of separate account proceeds

  We reserve the right to defer payment of any death benefit, loan or other
distribution that is derived from a variable investment option if (a) the New
York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted; (b) an
emergency exists, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to fairly determine the account
value; or (c) the SEC by order permits the delay for the protection of owners.
Transfers and allocations of account value among the investment options may also
be postponed under these circumstances. If we need to defer calculation of
separate account values for any of the foregoing reasons, all delayed
transactions will be processed at the next values that we do compute.

 OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

  If more than one person owns a policy, all owners must join in most requests
to exercise rights under the policy.

Assigning your policy

  You may assign your rights in the policy to someone else as collateral for a
loan or for some other reason. Assignments do not require the consent of any
revocable beneficiary. A copy of the assignment must be forwarded to us. We are
not responsible for any payment we make or any action we take before we receive
notice of the assignment in good order. Nor are we responsible for the validity
of the assignment. An absolute assignment is a change of ownership. All
collateral assignees of record must consent to any full surrender, partial
withdrawal or loan from the policy.

Your beneficiary

  You name your beneficiary when you apply for the policy. The beneficiary is
entitled to the proceeds we pay following the death of the last surviving
insured person. You may change the beneficiary during that insured person's
lifetime. Such a change requires the consent of any irrevocable named
beneficiary. A new beneficiary designation is effective as of the date you sign
it, but will not affect any payments we make before we receive it. If no
beneficiary is living when the last surviving insured person dies, we will pay
the insurance proceeds to the owner or the owner's estate.

 LEGAL MATTERS

  The legal validity of the policies described in this prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for John Hancock. The
law firm of Foley & Lardner, Washington, D.C., has advised us on certain Federal
securities law matters in connection with the policies.

 REGISTRATION STATEMENT FILED WITH THE SEC

  This prospectus omits certain information contained in the Registration
Statement which has been filed with the SEC. More details may be obtained from
the SEC upon payment of the prescribed fee.

 ACCOUNTING AND ACTUARIAL EXPERTS

  Certain of the financial statements of John Hancock and the Account included
in this prospectus have been audited by Ernst & Young LLP, independent auditors,
for the periods indicated in their reports thereon which appear elsewhere herein
and have been included in reliance on their reports given on their authority as
experts in accounting and auditing. Actuarial matters included in this

                                       45



prospectus have been examined by Todd G. Engelsen, F.S.A., an Actuary and Second
Vice President of John Hancock.

 FINANCIAL STATEMENTS OF JOHN HANCOCK AND THE ACCOUNT

  The financial statements of John Hancock included herein should be
distinguished from the financial statements of the Account and should be
considered only as bearing upon the ability of John Hancock to meet its
obligations under the policies.

  In addition to those financial statements of John Hancock and the Account
included herein that have been audited by Ernst & Young LLP, this prospectus
also contains unaudited financial statements of both John Hancock and the
Account for a period subsequent to the audited financial statements.

                                       46



            LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK

  The Directors and Executive Officers of John Hancock and their principal
occupations during the past five years are as follows:

Directors                                Principal Occupations
- ---------                                ---------------------
David F. D'Alessandro ..........Chairman of the Board, President and Chief
                                Executive Officer, John Hancock
Foster L. Aborn ................Director, formerly Vice Chairman of the Board
                                and Chief Investment Officer, John Hancock
I. MacAllister Booth ...........Retired Chairman of the Board and Chief
                                Executive Officer, Polaroid Corporation
                                (photographic products)
Wayne A. Budd ..................Executive Vice President and General Counsel,
                                John Hancock; formerly Group President, Bell
                                Atlantic - New England (telecommunications)
John M. Connors, Jr. ...........Chairman and Chief Executive Officer and
                                Director, Hill, Holliday, Connors, Cosmopoulos,
                                Inc. (advertising).
John M. DeCiccio ...............Executive Vice President and Chief Investment
                                Officer, John Hancock
Robert E. Fast .................Senior Partner, Hale and Dorr (law firm)
Kathleen F. Feldstein ..........President, Economic Studies, Inc. (economic
                                consulting).
Nelson S. Gifford ..............Principal, Fleetwing Capital  (financial
                                services)
Thomas P. Glynn ................Chief Operating Officer, Partners HealthCare
                                System (health care)
Michael C. Hawley ..............Retired Chairman and Chief Executive Officer,
                                The Gillette Company (razors, etc.)
Edward H. Linde ................President and Chief Executive Officer, Boston
                                Properties, Inc. (real estate)
Judith A.  McHale ..............President and Chief Operating Officer, Discovery
                                Communications, Inc. (multimedia communications)
R. Robert Popeo ................Chairman, Mintz, Levin, Cohn, Ferris, Glovsky
                                and Popeo (law firm)
Richard F. Syron ...............Chairman and Chief Executive Officer, Thermo
                                Electron Corp. (scientific and industrial
                                instruments)
Robert J. Tarr, Jr. ............Formerly Chairman, President and Chief Executive
                                Officer, HomeRuns.com (online grocer)


Other Executive Officers
- ------------------------
Thomas E. Moloney ..............Senior Executive Vice President and Chief
                                Financial Officer
Michael Bell ...................Senior Executive Vice President - Retail;
                                Founder and Director of Monitor Company
                                (management consulting)
Derek Chilvers .................Executive Vice President; Chairman and Chief
                                Executive Officer of John Hancock International
                                Holdings, Inc.
Maureen R. Ford ................Executive Vice President; Chairman and Chief
                                Executive Officer of John Hancock Funds, Inc.
Kathleen M. Graveline ..........Executive Vice President
Barry J. Rubenstein ............Vice President, Counsel and Secretary
Robert F. Walters ..............Executive Vice President and Chief Information
                                Officer

  The business address of all Directors and officers of John Hancock is John
Hancock Place, Boston, Massachusetts 02117.

                                       47



                          UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                      JOHN HANCOCK LIFE INSURANCE COMPANY

                               THIRD QUARTER 2001

                    [TO BE ADDED BY PRE-EFFECTIVE AMENDMENT]



                                       48



                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
John Hancock Life Insurance Company

  We have audited the accompanying consolidated balance sheets of John Hancock
Life Insurance Company as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). These financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

  We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of John Hancock Life
Insurance Company at December 31, 2000 and 1999, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States. Also in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

                                                           /S/ ERNST & YOUNG LLP
Boston, Massachusetts
March 16, 2001

                                       49



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                          CONSOLIDATED BALANCE SHEETS

                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         ---------  -----------
                                                            (IN MILLIONS)
ASSETS
Investments--Notes 3 and 4
Fixed maturities:
  Held-to-maturity--at amortized cost
    (fair value: 2000--$11,651.2; 1999--$13,438.7) ..    $11,888.6   $13,790.2
  Available-for-sale--at fair value (cost:
    2000--$15,790.3; 1999--$17,150.9) ...............     16,023.5    16,959.2
Equity securities:
  Available-for-sale--at fair value (cost:
    2000--$830.6; 1999--$1,086.2) ...................      1,094.9     1,230.2
  Trading securities--at fair value (cost:
    2000--$193.4; 1999--$53.8) ......................        231.6        84.1
Mortgage loans on real estate .......................      8,968.9    10,733.0
Real estate .........................................        519.0       548.5
Policy loans ........................................        428.6     1,938.8
Short-term investments ..............................        151.9       166.9
Other invested assets ...............................      1,353.0     1,311.1
                                                         ---------   ---------
  Total Investments .................................     40,660.0    46,762.0
Cash and cash equivalents ...........................      2,841.2     1,797.7
Accrued investment income ...........................        585.9       652.0
Premiums and accounts receivable ....................        210.8       215.6
Deferred policy acquisition costs ...................      2,388.5     3,142.7
Reinsurance recoverable--Note 9 .....................      2,829.0     2,246.0
Other assets ........................................      2,100.6     1,724.8
Closed block assets--Note 6 .........................      9,710.0          --
Separate accounts assets ............................     26,454.8    28,047.6
                                                         ---------   ---------
  Total Assets ......................................    $87,780.8   $84,588.4
                                                         =========   =========
The accompanying notes are an integral part of these consolidated financial
statements.

                                       50



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    CONSOLIDATED BALANCE SHEETS--(CONTINUED)




                                                            DECEMBER 31,
                                                          2000        1999
                                                        ---------  ------------
                                                            (IN MILLIONS)
                                                             
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Future policy benefits ..............................   $22,996.4   $31,106.2
Policyholders' funds ................................    15,722.9    15,562.3
Unearned revenue ....................................       671.3       490.2
Unpaid claims and claim expense reserves ............       253.7       358.9
Dividends payable to policyholders ..................       130.8       472.8
Short-term debt--Note 7 .............................       245.3       453.8
Long-term debt--Note 7 ..............................       534.0       536.9
Income taxes--Note 5 ................................       428.8       161.8
Other liabilities ...................................     2,600.7     2,551.2
Closed block liabilities--Note 6 ....................    12,035.9          --
Separate accounts liabilities .......................    26,454.8    28,047.6
                                                        ---------   ---------
  Total Liabilities .................................    82,074.6    79,741.7
Minority interest--Note 8 ...........................       290.3        93.5
Commitments and contingencies--Note 11
Shareholder's Equity--Note 12 .......................
Common stock, $10,000 par value; 1,000 shares
 authorized and outstanding .........................        10.0          --
Additional paid in capital ..........................     4,998.9          --
Retained earnings ...................................       330.1     4,782.9
Accumulated other comprehensive income (loss) .......        76.9       (29.7)
                                                        ---------   ---------
  Total Shareholder's Equity ........................     5,415.9     4,753.2
                                                        ---------   ---------
  Total Liabilities and Shareholder's Equity ........   $87,780.8   $84,588.4
                                                        =========   =========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       51


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                       CONSOLIDATED STATEMENTS OF INCOME

                                                 YEAR ENDED DECEMBER 31,
                                              ------------------------------
                                                2000       1999        1998
                                              ---------  ---------  -----------
                                                      (IN MILLIONS)
REVENUES
Premiums ...................................  $2,190.4   $2,411.3    $2,109.0
Universal life and investment-type product
 charges ...................................     746.7      703.3       597.0
Net investment income--Note 3 ..............   3,251.0    3,568.5     3,328.0
Net realized investment gains, net of
 related amortization of deferred
 policy acquisition costs and amounts
 credited to participating pension
 contractholders ($6.0, $85.8 and $120.3,
 respectively)--Notes 1, 3, and 13 .........      83.9      175.2       106.1
Investment management revenues, commissions
 and other fees ............................     764.8      680.9       659.7
Other revenue (expense) ....................     (13.9)       0.1        10.3
Contribution from the closed block--
 Note 6 ....................................     124.1         --          --
                                              --------   --------    --------
  Total revenues                               7,147.0    7,539.3     6,810.1
Benefits and expenses
Benefits to policyholders, excluding amounts
 related to net realized investment gains
 credited to participating pension
 contractholders ($6.9, $35.3, $79.1,
 respectively)--Notes 1, 3, and 13 .........   4,092.5    5,133.0     4,082.6
Other operating costs and expenses .........   1,507.7    1,384.4     1,357.8
Amortization of deferred policy acquisition
 costs, excluding amounts related to net
 realized investment gains (losses)
 (($0.9), $50.5 and $41.2, respectively)--
 Notes 1, 3 and 13 .........................     183.8      164.2       261.2
Dividends to policyholders .................     157.3      501.6       473.2
Demutualization expenses ...................      10.6       96.2        18.0
                                              --------   --------    --------
  Total benefits and expenses ..............   5,951.9    7,279.4     6,192.8
                                              --------   --------    --------
Income before income taxes, minority
 interest and cumulative effect of
 accounting change .........................   1,195.1      259.9       617.3
Income taxes--Note 5 .......................     344.4       97.9       174.1
                                              --------   --------    --------
Income before minority interest and
 cumulative effect of accounting change ....     850.7      162.0       443.2
Minority interest--Note 8 ..................     (10.6)      (1.6)       (1.1)
                                              --------   --------    --------
Income before cumulative effect of
 accounting change .........................     840.1      160.4       442.1
Cumulative effect of accounting change, net
 of tax--Note 1 ............................        --       (9.7)         --
                                              --------   --------    --------
Net income .................................  $  840.1   $  150.7    $  442.1
                                              ========   ========    ========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       52



                      JOHN HANCOCK LIFE INSURANCE COMPANY

          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                           AND COMPREHENSIVE INCOME




                                                        ACCUMULATED
                                ADDITIONAL                  OTHER           TOTAL
                        COMMON   PAID IN    RETAINED    COMPREHENSIVE    SHAREHOLDER'S
                        STOCK    CAPITAL     EARNINGS   INCOME (LOSS)       EQUITY
                        ------  ----------  ---------  --------------  ----------------
                                                        
(IN MILLIONS)
Balance at January 1,
 1998 .................                     $4,190.1      $ 446.7         $4,636.8
Comprehensive income:
 Net income ...........                        442.1                         442.1
Other comprehensive
 income, net of tax:
 Net unrealized gains
  (losses) ............                                    (148.6)          (148.6)
 Foreign currency
  translation
  adjustment ..........                                      (6.0)            (6.0)
 Minimum pension
  liability ...........                                      (8.8)            (8.8)
                                                                          --------
Comprehensive income ..                                                       278.7
                                            --------      -------         --------
Balance at December
 31, 1998 .............                      4,632.2        283.3          4,915.5
Comprehensive income:
 Net income ...........                        150.7                         150.7
Other comprehensive
 income, net of tax:
 Net unrealized gains
  (losses) ............                                    (307.0)          (307.0)
 Foreign currency
  translation
  adjustment ..........                                      16.9             16.9
 Minimum pension
  liability ...........                                     (22.9)           (22.9)
                                                                          --------
Comprehensive income ..                                                     (162.3)
                                            --------      -------         --------
Balance at December
 31, 1999 .............                     $4,782.9      $ (29.7)        $4,753.2
                                            ========      =======         ========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       53



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S
                 EQUITY AND COMPREHENSIVE INCOME--(CONTINUED)




                                                             ACCUMULATED
                                    ADDITIONAL                   OTHER           TOTAL
                            COMMON    PAID IN    RETAINED    COMPREHENSIVE    SHAREHOLDER'S
                             STOCK    CAPITAL    EARNINGS    INCOME (LOSS)       EQUITY
                            ------  ----------  ----------  --------------  ----------------
(IN MILLIONS)
                                                             
Balance at December
 31, 1999 ................     --          --   $ 4,782.9      $(29.7)         $4,753.2
Demutualization
 transaction .............  $10.0    $4,956.4    (4,826.9)                        139.5
Comprehensive income:
 Net income before
  demutualization ........                           44.0                          44.0
 Net income after
  demutualization ........                          796.1                         796.1
                                                ---------                      --------
 Net income for the
  year ...................                          840.1                         840.1
Other comprehensive
 income, net of tax:
 Net unrealized gains
  (losses) ...............                                      122.0             122.0
 Foreign currency
  translation
  adjustment .............                                      (19.1)            (19.1)
 Minimum pension
  liability ..............                                        8.2               8.2
                                                               ------          --------
Comprehensive income .....                                                        951.2
Capital contributions
 from parent company .....               42.5                                      42.5
Dividend paid to
 parent company ..........                         (466.0)                       (466.0)
Minority interest ........                                       (4.5)             (4.5)
                            -----    --------   ---------      ------          --------
Balance at December
 31, 2000 ................  $10.0    $4,998.9   $   330.1      $ 76.9          $5,415.9
                            =====    ========   =========      ======          ========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       54



                      JOHN HANCOCK LIFE INSURANCE COMPANY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                     YEAR ENDED DECEMBER 31,
                                               -----------------------------------
                                                 2000         1999          1998
                                               ----------  -----------  -------------
                                                          (IN MILLIONS)
                                                               
Cash flows from operating activities:
 Net income ................................   $   840.1   $    150.7    $    442.1
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
  Amortization of discount--fixed
   maturities ..............................      (121.8)       (77.9)        (55.6)
  Realized investment gains, net ...........       (83.9)      (175.2)       (106.1)
  Change in deferred policy acquisition
   costs ...................................      (334.0)      (281.3)       (173.8)
  Depreciation and amortization ............        98.6         74.3          90.2
  Net cash flows from trading
   securities ..............................      (147.5)       (16.2)          4.2
  (Increase) decrease in accrued
   investment income .......................       (70.0)      (116.3)         21.9
  Decrease in premiums and accounts
   receivable ..............................         0.8         11.8         131.3
  Increase in other assets and other
   liabilities, net ........................      (546.4)      (218.7)       (427.4)
  Increase in policy liabilities and
   accruals, net ...........................     1,776.9      2,253.6       1,347.4
  Loss on sale of subsidiaries .............          --         21.3            --
  Increase (decrease) in income taxes. .....       434.6         (4.2)         16.6
  Initial cash transferred to the
   closed block ............................      (158.6)          --            --
  Contribution from the closed block .......      (124.1)          --            --
                                               ---------   ----------    ----------
Net cash provided by operating
 activities ................................     1,564.7      1,621.9       1,290.8
Cash flows from investing activities:
  Sales of:
  Fixed maturities held-to-maturity ........          --         28.7           8.5
  Fixed maturities available-for-sale ......     4,896.8      9,824.0      21,079.2
  Equity securities available-for-sale .....       742.9        182.7         249.2
  Real estate ..............................        66.4      1,286.3         640.3
  Short-term investments and other
   invested assets .........................       101.9        764.4         926.3
Maturities, prepayments and scheduled
 redemptions of:
  Fixed maturities held-to-maturity ........     1,553.9      1,777.1       2,166.9
  Fixed maturities available-for-sale ......     1,394.2      1,880.3       2,162.3
  Short-term investments and other
   invested assets .........................       459.9        311.8          79.4
  Mortgage loans on real estate ............     1,429.9      1,509.0       1,849.8
Purchases of:
  Fixed maturities held-to-maturity ........    (1,860.8)    (2,715.1)     (2,428.5)
  Fixed maturities available-for-sale ......    (7,553.0)   (12,660.6)    (24,118.7)
  Equity securities available-for-sale .....      (511.6)      (384.1)       (384.5)
  Real estate ..............................       (46.0)      (197.2)       (152.0)
  Short-term investments and other
   invested assets .........................      (818.5)      (715.4)     (1,103.0)
  Mortgage loans on real estate issued .....    (1,605.8)    (2,410.7)     (2,265.3)
 Cash received related to acquisition
  of business ..............................       141.3           --            --
  Net cash received (paid) related to
   sale of subsidiaries ....................       267.2       (206.5)           --
  Net cash paid for acquisition of
   subsidiary ..............................          --       (200.4)           --
 Other, net ................................        22.8         (7.9)        (13.0)
                                               ---------   ----------    ----------
 Net cash used in investing activities .....    (1,318.5)    (1,933.6)     (1,303.1)
                                               =========   ==========    ==========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       55



                      JOHN HANCOCK LIFE INSURANCE COMPANY

              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)




                                                      YEAR ENDED DECEMBER 31,
                                                 ---------------------------------
                                                   2000        1999         1998
                                                 ----------  ----------  ------------
                                                           (IN MILLIONS)
                                                                
Cash flows from financing activities:
 Issuance of common stock ....................   $    10.0          --           --
 Contribution from Parent ....................     1,552.0
 Payments to eligible policyholders under
  Plan of Reorganization .....................    (1,076.7)         --           --
 Dividend paid to parent company .............      (466.0)         --           --
 Proceeds from issuance of preferred
  stock ......................................          --   $    68.2           --
 Universal life and investment--type
  contract deposits ..........................     8,148.3     8,365.9    $ 8,214.8
 Universal life and investment-type
  contract maturities and withdrawals ........    (7,158.8)   (8,144.0)    (7,204.1)
 Issuance of long-term debt ..................        20.0         6.0         77.0
 Repayment of long-term debt .................       (73.2)      (15.5)      (298.1)
 Net (decrease) increase in commercial
  paper ......................................      (158.3)      (30.5)        60.4
                                                 ---------   ---------    ---------
  Net cash provided by financing
   activities ................................       797.3       250.1        850.0
                                                 ---------   ---------    ---------
  Net increase (decrease) in cash and
   cash equivalents ..........................     1,043.5       (61.6)       837.7
Cash and cash equivalents at beginning of
 year ........................................     1,797.7     1,859.3      1,021.6
                                                 ---------   ---------    ---------
Cash and cash equivalents at end of year .....   $ 2,841.2   $ 1,797.7    $ 1,859.3
                                                 =========   =========    =========


The accompanying notes are an integral part of these consolidated financial
statement.

                                       56



                      JOHN HANCOCK LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  John Hancock Life Insurance Company (the Company), formerly known as John
Hancock Mutual Life Insurance Company (the Mutual Company) and Subsidiaries, is
a diversified financial services organization that provides a broad range of
insurance and investment products and investment management and advisory
services.

 Reorganization and Initial Public Offering

  In connection with the Mutual Company's Plan of Reorganization (the Plan),
effective February 1, 2000, the Mutual Company converted from a mutual life
insurance company to a stock life insurance company (i.e., demutualized) and
became a wholly-owned subsidiary of John Hancock Financial Services, Inc. (JHFS
or the parent company), which is a holding company. All policyholder membership
interests in the Mutual Company were extinguished on that date and eligible
policyholders of the Mutual Company received, in the aggregate, 212.8 million
shares of common stock, $1,438.7 million of cash and $43.7 million policy
credits as compensation. In addition, the Company established a closed block, to
fund the guaranteed benefits and dividends of certain participating insurance
policies. In connection with the Plan, the Mutual Company changed its name to
John Hancock Life Insurance Company.

  In addition, on February 1, 2000, JHFS completed its initial public offering
(IPO) in which 102.0 million shares of common stock were issued at a price of
$17.00 per share. Net proceeds from the IPO were $1,657.7 million, of which
$105.7 million was retained by JHFS and $1,552.0 million was contributed to the
Company.

 Principles of Consolidation

  The accompanying consolidated financial statements include the accounts of the
Company and its majority-owned and controlled subsidiaries. Less than
majority-owned entities in which the Company has at least a 20% interest are
accounted for using the equity method. All significant intercompany transactions
and balances have been eliminated.

  As of October 1, 2000, the Company sold 100% of the common stock of John
Hancock Reassurance Company Ltd. (JHReCO), a Bermuda based subsidiary, to JHFS
for cash of $44.9 million. The sale has been accounted for as a de-pooling of
interests, and accordingly all prior period consolidated financial statements
have been restated to exclude the results of operations, financial position, and
cash flows of JHReCO from the Company's financial statements. No gain or loss
was recognized on the transaction.

  The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

 Investments

  In accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", the Company is required to classify its investments into one of
three categories: held-to-maturity, available-for-sale or trading. The Company
determines the appropriate classification of debt securities at the time of
purchase and re-evaluates such designation as of each balance sheet date. Fixed
maturity investments include bonds, mortgage-backed securities, and redeemable
preferred stock and are classified as held-to-maturity or available-for-sale.
Bonds and mortgage-backed securities which the Company has the positive intent
and ability to hold to maturity are classified as held-to-maturity and carried
at amortized cost. Fixed maturity investments not classified as held-to-maturity
are classified as available-for-sale and are carried at fair value. Unrealized
gains and losses related to available-for-sale securities are reflected in
shareholder's equity, net of related amortization of deferred policy acquisition
costs, amounts credited to participating pension contractholders and applicable
taxes. The amortized cost of debt securities is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization is included
in investment income. The amortized cost of fixed maturity investments is
adjusted for impairments in value deemed to be other than temporary.

                                       57



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  For the mortgage-backed bond portion of the fixed maturity investment
portfolio, the Company recognizes income using a constant effective yield based
on anticipated prepayments and the estimated economic life of the securities.
When actual prepayments differ significantly from anticipated prepayments, the
effective yield is recalculated to reflect actual payments to date, and
anticipated future payments and any resulting adjustment is included in net
investment income.

  Equity securities include common stock and non-redeemable preferred stock.
Equity securities that have readily determinable fair values are carried at fair
value. For equity securities which the Company has classified as
available-for-sale, unrealized gains and losses are reflected in shareholder's
equity as described above. Impairments in value deemed to be other than
temporary are reported as a component of realized investment gains (losses).
Gains and losses, both realized and unrealized, on equity securities classified
as trading are included in net investment income.

  Mortgage loans on real estate are carried at unpaid principal balances
adjusted for amortization of premium or discount, less allowance for probable
losses. When it is probable that the Company will be unable to collect all
amounts of principal and interest due according to the contractual terms of the
mortgage loan agreement, the loan is deemed to be impaired and a valuation
allowance for probable losses is established. The valuation allowance is based
on the present value of the expected future cash flows, discounted at the loan's
original effective interest rate, or on the collateral value of the loan if the
loan is collateral dependent. Any change to the valuation allowance for mortgage
loans on real estate is reported as a component of realized investment gains
(losses). Interest received on impaired mortgage loans on real estate is
included in interest income in the period received. If foreclosure becomes
probable, the measurement method used is collateral value. Foreclosed real
estate is then recorded at the collateral's fair value at the date of
foreclosure, which establishes a new cost basis.

  Investment real estate, which the Company has the intent to hold for the
production of income, is carried at depreciated cost, using the straight-line
method of depreciation, less adjustments for impairments in value. In those
cases where it is determined that the carrying amount of investment real estate
is not recoverable, an impairment loss is recognized based on the difference
between the depreciated cost and fair value of the asset. The Company reports
impairment losses as part of realized investment gains (losses).

  Real estate to be disposed of is carried at the lower of cost or fair value
less costs to sell. Any change to the valuation allowance for real estate to be
disposed of is reported as a component of realized investment gains (losses).
The Company does not depreciate real estate to be disposed of. During 1998, the
Company made a strategic decision to sell the majority of its commercial real
estate portfolio. Properties with a carrying value of $43.7 million, $979.7
million and $512.0 million were sold in 2000, 1999 and 1998, respectively. As of
December 31, 2000, the plan to divest the Company of the majority of its
commercial real estate portfolio is substantially complete.

  Policy loans are carried at unpaid principal balances which approximate fair
value.

  Short-term investments are carried at amortized cost.

  Partnership and joint venture interests in which the Company does not have
control or a majority ownership interest are recorded using the equity method of
accounting and included in other invested assets.

  Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are determined
on the basis of specific identification and are reported net of related
amortization of deferred policy acquisition costs and amounts credited to
participating pension contract holder accounts.

                                       58



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Derivative Financial Instruments

  The Company uses futures contracts, interest rate swap, cap and floor
agreements, swaptions and currency rate swap agreements for other than trading
purposes to hedge and manage its exposure to changes in interest rate levels,
and foreign exchange rate fluctuations, and to manage duration mismatch of
assets and liabilities. The Company also uses equity collar agreements to reduce
its exposure to market fluctuations in certain equity securities.

  The Company uses futures contracts principally to hedge risks associated with
interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. Futures contracts represent commitments to either purchase
or sell securities at a specified future date and at a specified price or yield.

  The Company uses interest rate swap, cap and floor agreements and swaptions
for the purpose of converting the interest rate characteristics (fixed or
variable) of certain investments to more closely match its liabilities. Interest
rate swap agreements are contracts with a counterparty to exchange interest rate
payments of a differing character (e.g., fixed-rate payments exchanged for
variable-rate payments) based on an underlying principal balance (notional
principal) to hedge against interest rate changes. Interest rate cap and floor
agreements are contracts with a counterparty which require the payment of a
premium for the right to receive payments for the difference between the cap or
floor interest rate and a market interest rate on specified future dates based
on an underlying principal balance (notional principal) to hedge against rising
and falling interest rates. Swaptions entitle the Company to receive settlement
payments from other parties on specified expiration dates, contingent on future
interest rates. The amount of such settlement payments, if any, is determined by
the present value of the difference between the fixed rate on a market rate swap
and the strike rate multiplied by the notional amount.

  Currency rate swap agreements are used to manage the Company's exposure to
foreign exchange rate fluctuations. Currency rate swap agreements are contracts
to exchange the currencies of two different countries at the same rate of
exchange at specified future dates.

  The Company invests in common stock that is subject to fluctuations from
market value changes in stock prices. The Company sometimes seeks to reduce its
market exposure to such holdings by entering into equity collar agreements. A
collar consists of a call option that limits the Company's potential for gain
from appreciation in the stock price as well as a put option that limits the
Company's potential for loss from a decline in the stock price.

  Futures contracts are carried at fair value and require daily cash settlement.
Changes in the fair value of futures contracts that qualify as hedges are
deferred and recognized as an adjustment to the hedged asset or liability.

  The net differential to be paid or received on interest rate swap agreements
and currency rate swap agreements is accrued and recognized as a component of
net investment income. The related amounts due to or from counterparties are
included in accrued investment income receivable or payable.

  Premiums paid for interest rate cap and floor agreements and swaptions are
deferred and amortized to net investment income on a straight-line basis over
the term of the agreements. The unamortized premium is included in other assets.
Amounts earned on interest rate cap and floor agreements and swaptions are
recorded as an adjustment to net investment income. Settlements received on
swaptions are deferred and amortized over the life of the hedged assets as an
adjustment to yield.

                                       59



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Interest rate swap, cap and floor agreements, swaptions and currency rate swap
agreements which hedge instruments designated as available-for-sale are adjusted
to fair value with the resulting unrealized gains and losses, net of related
taxes, included in shareholder's equity. The net unrealized gain (losses) on
derivatives hedging available-for-sale instruments included in shareholder's
equity was ($181.2) million, $86.1 million, and ($128.1) million, at December
31, 2000, 1999 and 1998, respectively. The change in net unrealized gain
(losses) for derivatives recorded as part of other comprehensive income for the
years ended December 31, 2000, 1999 and 1998 was ($267.3) million, $214.2
million, and ($68.4) million, respectively. The fair value of those derivatives
used to hedge items other than available-for-sale instruments is not recognized
in the financial statements.

  Equity collar agreements are carried at fair value and are included in other
invested assets, with the resulting unrealized gains and losses included in
realized investment gains (losses).

  Hedge accounting is applied after the Company determines that the items to be
hedged expose it to interest or price risk, designates these financial
instruments as hedges and assesses whether the instruments reduce the hedged
risks through the measurement of changes in the value of the instruments and the
items being hedged at both inception and throughout the hedge period.

  From time to time, futures contracts, interest rate swaps, cap and floor
agreements, swaptions and currency rate swap agreements are terminated. If the
terminated position was accounted for as a hedge, realized gains or losses are
deferred and amortized over the remaining lives of the hedged assets or
liabilities. Realized and unrealized changes in fair value of derivatives
designated with items that no longer exist or are no longer probable of
occurring are recorded as a component of the gain or loss arising from the
disposition of the designated item or included in income when it is determined
that the item is no longer probable of occurring. Changes in the fair value of
derivatives no longer effective as hedges are recognized in income from the date
the derivative becomes ineffective until their expiration.

 Revenue Recognition

  Premiums from participating and non-participating traditional life insurance
and annuity policies with life contingencies are recognized as income when due.

  Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholders' account
balances for mortality charges, policy administration charges and surrender
charges.

  Premiums for contracts with a single premium or a limited number of premium
payments, due over a significantly shorter period than the total period over
which benefits are provided, are recorded in income when due. The portion of
such premium that is not required to provide for all benefits and expenses is
deferred and recognized in income in a constant relationship to insurance in
force or, for annuities, the amount of expected future benefit payments.

  Premiums from long-term care insurance contracts are recognized as income when
due. Premiums from group life and health insurance contracts are recognized as
income over the period to which the premiums relate in proportion to the amount
of insurance protection provided.

  Property and casualty insurance premiums are recognized as earned over the
terms of the contracts.

                                       60



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Investment advisory, transfer agent, distribution and service fees are
recognized as revenues when services are performed. Commissions related to
security transactions and related expenses are recognized as income on the trade
date. Contingent deferred selling charge commissions are recognized as income in
the year received. Selling commissions paid to the selling broker/dealer for
sales of mutual funds that do not have a front-end sales charge are deferred and
amortized on a straight-line basis over periods not exceeding six years. This is
the approximate period of time expected to be benefited and during which fees
earned pursuant to Rule 12b-1 distribution plans are received from the funds and
contingent deferred sales charges are received from shareholders of the funds.

 Future Policy Benefits and Policyholders' Funds

  Future policy benefits for participating traditional life insurance policies
are based on the net level premium method. This net level premium reserve is
calculated using the guaranteed mortality and dividend fund interest rates,
which range from 2.5% to 8.0%. The liability for annual dividends represents the
accrual of annual dividends earned. Settlement dividends are accrued in
proportion to gross margins over the life of the contract.

  For non-participating traditional life insurance policies, future policy
benefits are estimated using a net level premium method on the basis of
actuarial assumptions as to mortality, persistency, interest and expenses
established at policy issue. Assumptions established at policy issue as to
mortality and persistency are based on the Company's experience, which, together
with interest and expense assumptions, include a margin for adverse deviation.
Benefit liabilities for annuities during the accumulation period are equal to
accumulated contract holders' fund balances and after annuitization are equal to
the present value of expected future payments. Interest rates used in
establishing such liabilities range from 2.5% to 8.0% for life insurance
liabilities, from 2.0% to 14.2% for individual annuity liabilities and from 2.0%
to 12.6% for group annuity liabilities.

  Policyholders' funds for universal life and investment-type products,
including guaranteed investment contracts and funding agreements, are equal to
the policyholder account values before surrender charges. As of December 31,
2000, the Company had approximately $6.3 billion of funding agreements, none of
which contains early termination provisions. Policy benefits that are charged to
expense include benefit claims incurred in the period in excess of related
policy account balances and interest credited to policyholders' account
balances. Interest crediting rates range from 3.0% to 9.0% for universal life
products and from 4.6% to 16.0% for investment-type products.

  Future policy benefits for long-term care insurance policies are based on the
net level premium method. Assumptions established at policy issue as to
mortality, morbidity, persistency, interest and expenses, which include a margin
for adverse deviation, are based on estimates developed by management. Interest
rates used in establishing such liabilities range from 6.0% to 8.5%.

  Liabilities for unpaid claims and claim expenses include estimates of payments
to be made on reported individual and group life, long-term care, and group
accident and health insurance claims and estimates of incurred but not reported
claims based on historical claims development patterns.

  Estimates of future policy benefit reserves, claim reserves and expenses are
reviewed continually and adjusted as necessary; such adjustments are reflected
in current earnings. Although considerable variability is inherent in such
estimates, management believes that future policy benefit reserves and unpaid
claims and claims expense reserves are adequate.

                                       61



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Property and casualty reserves include loss reserve estimates based on claims
reported and unreported and estimates of future expenses to be incurred in
settlement of the claims provided for in the loss reserves estimates. These
liabilities include estimates of future trends in claim severity and frequency
and other factors that could vary as the losses are ultimately settled. During
1999, the Company sold the rest of its property and casualty business.

 Participating Insurance

  Participating business represents approximately 86.3%, 88.1%, and 87.7% of the
Company's life insurance in force, 97.9%, 98.3%, and 98.4% of the number of life
insurance policies in force, and 99.6%, 97.4%, and 97.3% of life insurance
premiums in 2000, 1999 and 1998, respectively.

  The portion of earnings allocated to participating pension contract holders
that cannot be expected to inure to the Company is excluded from net income and
shareholder's equity.

  The amount of policyholders' dividends to be paid is approved annually by the
Company's Board of Directors. The determination of the amount of policyholder
dividends is complex and varies by policy type. In general, the aggregate amount
of policyholders' dividends is related to actual interest, mortality, morbidity,
persistency and expense experience for the year and judgment as to the
appropriate level of statutory surplus to be retained by the Company. For
policies included in the closed block, expense experience is not included in
determining policyholders' dividends.

 Deferred Policy Acquisition Costs

  Costs that vary with, and are related primarily to, the production of new
business have been deferred to the extent that they are deemed recoverable. Such
costs include commissions, certain costs of policy issue and underwriting, and
certain agency expenses. For participating traditional life insurance policies,
such costs are being amortized over the life of the contracts at a constant rate
based on the present value of the estimated gross margin amounts expected to be
realized over the lives of the contracts. Estimated gross margin amounts include
anticipated premiums and investment results less claims and administrative
expenses, changes in the net level premium reserve and expected annual
policyholder dividends. For universal life insurance contracts and
investment-type products, such costs are being amortized generally in proportion
to the present value of expected gross profits arising principally from
surrender charges and investment results, and mortality and expense margins. The
effects on the amortization of deferred policy acquisition costs of revisions to
estimated gross margins and profits are reflected in earnings in the period such
estimated gross margins and profits are revised. For non-participating term life
and long-term care insurance products, such costs are being amortized over the
premium-paying period of the related policies using assumptions consistent with
those used in computing policy benefit reserves. Amortization expense was $182.9
million, $214.7 million, and $302.4 million in 2000, 1999 and 1998,
respectively.

  Amortization of deferred policy acquisition costs is allocated to: (1)
realized investment gains and losses for those products that realized gains and
losses have a direct impact on the amortization of deferred policy acquisition
costs; (2) unrealized investment gains and losses, net of tax, to provide for
the effect on the deferred policy acquisition cost asset that would result from
the realization of unrealized gains and losses on assets backing participating
traditional life insurance and universal life and investment-type contracts; and
(3) a separate component of benefits and expenses to reflect amortization
related to the gross margins or profits, excluding realized gains and losses,
relating to policies and contracts in force.

                                       62



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Realized investment gains and losses related to certain products have a direct
impact on the amortization of deferred policy acquisition costs as such gains
and losses affect the amount and timing of profit emergence. Accordingly, to the
extent that such amortization results from realized gains and losses, management
believes that presenting realized investment gains and losses net of related
amortization of deferred policy acquisition costs provides information useful in
evaluating the operating performance of the Company. This presentation may not
be comparable to presentations made by other insurers.

CASH AND CASH EQUIVALENTS

  Cash and cash equivalents include cash and all highly liquid debt investments
with a maturity of three months or less when purchased.

 Goodwill and Value of Business Acquired

  The excess of cost over the fair value of the net assets of businesses
acquired was $228.6 million and $155.3 million at December 31, 2000 and 1999,
respectively, and is included in other assets in the consolidated balance
sheets. Goodwill is amortized on systematic bases over periods not exceeding 40
years, which correspond with the benefits estimated to be derived from the
acquisitions. Accumulated amortization was $63.6 million and $43.3 million at
December 31, 2000 and 1999, respectively. Amortization expense included in other
operating costs and expenses was $20.3 million, $9.7 million, and $9.1 million,
in 2000, 1999 and 1998, respectively. The Company reevaluates the recoverability
of recorded goodwill based on the undiscounted cash flows of the related
business whenever significant events or changes indicate an impairment may
exist. If the undiscounted cash flows do not support the amount recorded, an
impairment is recognized by a charge to current operations to reduce the
carrying value of the goodwill based on the expected discounted cash flows of
the related business.

  The Company records an asset representing the present value of future profits
of insurance policies inforce related to the businesses acquired. This asset is
recorded as the value of business acquired (VOBA) and amounted to $340.0 million
and $112.4 million at December 31, 2000 and 1999, respectively, and is included
in other assets in the consolidated financial statements. VOBA is amortized in
proportion to the present value of expected gross profits. Amortization expense
included in other operating costs and expenses was $4.9 million, $1.3 million
and $1.7 million in 2000, 1999 and 1998 respectively.

  On October 1, 1999, The Maritime Life Assurance Company (Maritime), an
indirect majority owned subsidiary of the Company, completed its purchase of
Aetna Canada Holdings Limited (Aetna Canada) for approximately $296 million. On
March 1, 2000, the Company acquired the individual long-term care insurance
business of Fortis, Inc. (Fortis) through a coinsurance agreement for
approximately $165 million. The acquisitions were recorded under the purchase
method of accounting and, accordingly, the operating results have been included
in the Company's consolidated results of operations from the applicable date of
acquisition. Each purchase price was allocated to the assets acquired and the
liabilities assumed based on estimated fair values, with the excess of the
applicable purchase price over the estimated fair values recorded as goodwill.
The goodwill calculation related to the Fortis acquisition is preliminary and
further refinements might be necessary and are expected to be finalized in 2001.
The unaudited pro forma revenues and net income, assuming that the acquisition
of Aetna Canada had occurred at the beginning of 1999, were $7,899.2 million and
$158.4 million, respectively, for the year ended December 31, 1999. The pro
forma results, assuming the acquisition of Fortis had taken place as of the
beginning of 2000 and 1999, respectively, would not be materially different from
the reported results.

                                       63



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Separate Accounts

  Separate accounts assets and liabilities reported in the accompanying
consolidated balance sheets represent funds that are administered and invested
by the Company to meet specific investment objectives of the contractholders.
Investment income and investment gains and losses generally accrue directly to
such contract holders who bear the investment risk, subject in some cases to
minimum guaranteed rates. The assets of each account are legally segregated and
are not subject to claims that arise out of any other business of the Company.
Separate account assets are reported at fair value. Deposits, net investment
income and realized investment gains and losses of separate accounts are not
included in the revenues of the Company. Fees charged to contract holders,
principally mortality, policy administration and surrender charges, are included
in universal life and investment-type product charges.

 Reinsurance

  The Company utilizes reinsurance agreements to provide for greater
diversification of business, allow management to control exposure to potential
losses arising from large risks and provide additional capacity for growth.

  Assets and liabilities related to reinsurance ceded contracts are reported on
a gross basis. The accompanying statements of income reflect premiums, benefits
and settlement expenses net of reinsurance ceded. Reinsurance premiums,
commissions, expense reimbursements, benefits and reserves related to reinsured
business are accounted for on bases consistent with those used in accounting for
the original policies issued and the terms of the reinsurance contracts.

 Federal Income Taxes

  The provision for federal income taxes includes amounts currently payable or
recoverable and deferred income taxes, computed under the liability method,
resulting from temporary differences between the tax basis and book basis of
assets and liabilities. A valuation allowance is established for deferred tax
assets when it is more likely than not that an amount will not be realized.
Foreign subsidiaries and U.S. subsidiaries operating outside of the United
States are taxed under applicable foreign statutory rates.

 Foreign Currency Translation

  The assets and liabilities of operations in foreign currencies are translated
into United States dollars at current exchange rates. Revenues and expenses are
translated at average rates during the year. The resulting net translation
adjustments for each year are accumulated and included in shareholder's equity.
Gains or losses on foreign currency transactions are reflected in earnings.

 Severance

  In 1999, the Company initiated a restructuring plan to reduce costs and
increase future operating efficiency by consolidating portions of its
operations. The plan consists primarily of reducing staff in the home office and
terminating certain operations outside the home office.

  In connection with the restructuring plan, approximately 391 employees have
been or will be terminated. These employees are or have been associated with
operations in our Boston office and outside the home office. As of December 31,
2000, the liability for employee termination costs included in other liabilities
was $20.6 million. Employee termination costs, included in other operating costs
and expenses, were $18.8 million and $26.3 million for the years ended December
31, 2000 and 1999, respectively. Of the total number of employees affected,
approximately 364 have been terminated, having received benefit payments of
approximately $24.5 million.

                                       64



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Accounting Changes

  In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 00-3, "Accounting by Insurance
Enterprises for Demutualizations and Formations of Mutual Insurance Holding
Companies and Certain Long-Duration Participating Contracts." The SOP, which was
adopted with respect to accounting for demutualization expenses by the Company
on December 15, 2000, requires that demutualization related expenses be
classified as a single line item within income from continuing operations and
should not be classified as an extraordinary item. The adoption of SOP 00-3
resulted in the reclassification of demutualization expenses previously recorded
as an extraordinary item in 1999 and 1998 of $93.6 million and $11.7 million,
respectively (net of tax of $2.6 million and $6.3 million, respectively). The
remaining provisions of this SOP, which will require (1) the inclusion of all
closed block activity together with all other assets, liabilities, revenues and
expenses and (2) recognition of a policyholder dividend obligation that
represents cumulative actual closed block earnings in excess of expected
periodic amounts calculated at the date of the demutualization, are effective no
later than December 31, 2001. See Note 6 for a summary description of the closed
block assets, liabilities, revenues and expenses, which do not include the
policyholder dividend obligation that will be required in 2001. The Company
currently is evaluating the effect that establishing the policyholder dividend
obligation will have on its results of operations and financial position. That
impact is not known at this time.

  In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up
Activities." The SOP, which was adopted by the Company on January 1, 1999,
requires that start-up costs capitalized prior to January 1, 1999 be written-off
and any future start-up costs be expensed as incurred. The adoption of SOP 98-5
resulted in a charge to operations of $9.7 million (net of tax of $5.9 million)
and was accounted for as a cumulative effect of an accounting change.

  In March 1998, the Accounting Standards Executive Committee of the AICPA
issued SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 provides guidance for determining whether
computer software is for internal use and when costs incurred for internal use
software are to be capitalized. SOP 98-1 was adopted by the Company on January
1, 1999. The adoption of SOP 98-1 did not have a material impact on the
Company's consolidated financial statements.

  SOP 98-7, "Deposit Accounting: Accounting for Insurance and Reinsurance
Contracts That Do Not Transfer Insurance Risk," provides guidance on how to
account for insurance and reinsurance contracts that do not transfer insurance
risk under a method referred to as deposit accounting. SOP 98-7 is effective for
fiscal years beginning after June 15, 1999. SOP 98-7 did not have a material
impact on the Company's consolidated financial statements.

                                       65



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Recent Accounting Pronouncements

  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement 133." This Statement amends SFAS No. 133 to
defer its effective date for one year, to fiscal years beginning after June 15,
2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities--an amendment of SFAS No.
133." This Statement makes certain changes in the hedging provisions of SFAS No.
133, and is effective concurrent with SFAS No. 133. As amended, SFAS No. 133
requires all derivatives to be recognized on the balance sheet at fair value,
and establishes special accounting for the following three types of hedges: fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investments in foreign operations. Special accounting for qualifying hedges
provides for matching the timing of gain or loss recognition on the hedging
instrument with the recognition of the corresponding changes in value of the
hedged item. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in the fair value of the hedged assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be recognized immediately in earnings and will be included in
net realized and other investment gains. As a result, such amounts will not be
included in the determination of the Company's segment after tax operating
income.

  The adoption of SFAS No. 133, as amended, will result in an increase in other
comprehensive income of $58.8 million (net of tax of $31.7 million) as of
January 1, 2001 that will be accounted for as the cumulative effect of an
accounting change. In addition, the adoption of SFAS No. 133, as amended, will
result in a charge to operations of $26.2 million (net of tax of $14.1 million)
as of January 1, 2001, that will be accounted for as the cumulative effect of an
accounting change. The Company believes that its current risk management
philosophy will remain largely unchanged after adoption of the Statement.

   SFAS No. 133, as amended, precludes the designation of held-to-maturity fixed
maturity investment securities as hedged items in hedging relationships where
the hedged risk is interest rate risk. As a result, in connection with the
adoption of the Statement and consistent with the provisions of the Statement,
on January 1, 2001, the Company will reclassify approximately $12.1 billion of
its held-to-maturity fixed maturity investment portfolio to the
available-for-sale category. This will result in an additional increase in other
comprehensive income of $178.6 million (net of tax of $96.2 million) as of
January 1, 2001.

  In September 2000, the FASB issued SFAS No 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities." The Statement provides accounting
and reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities. Those standards are based on consistent
application of a financial components approach that focuses on control. Under
that approach, after a transfer of financial assets, the Company recognizes the
financial and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. The Statement provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The Statement is effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001.

                                       66


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 clarifies the SEC staff's views on applying generally
accepted accounting principles to revenue recognition in financial statements.
In March 2000, the SEC issued an amendment, SAB 101A, which deferred the
effective date of SAB 101. In June 2000, the SEC issued a second amendment, SAB
101B, which deferred the effective date of SAB 101 to no later than the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. The Company
adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of SAB 101
did not have a material impact on the Company's results of operation or
financial position.

 Codification

  In March 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles (Codification) effective
January 1, 2001. Codification changes prescribed statutory accounting practices
and results in changes to the accounting practices that the Company and its
domestic life insurance subsidiaries will use to prepare their statutory-basis
financial statements. The states of domicile of the Company and its domestic
life insurance subsidiaries have adopted Codification as the prescribed basis of
accounting on which domestic insurers must report their statutory-basis results
effective January 1, 2001. The cumulative effect of changes in accounting
principles adopted to conform to the requirements of Codification will be
reported as an adjustment to surplus as of January 1, 2001. Management believes
that, although the implementation of Codification will have a negative impact on
the Company and its domestic life insurance subsidiaries' statutory-basis
capital and surplus, the Company and its domestic subsidiaries will remain in
compliance with all regulatory and contractual obligations.

NOTE 2-- TRANSACTIONS WITH PARENT

  The Company provides JHFS with personnel, property and facilities in carrying
out certain of its corporate functions. The Company annually determines a fee
for these services and facilities based on a number of criteria. The amount of
the service fee charged to JHFS was $19.8 million in 2000.

                                       67



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS

  The following information summarizes the components of net investment income
and realized investment gains, net:


                                                 YEAR ENDED DECEMBER 31,
                                              ------------------------------
                                                2000       1999        1998
                                              ---------  ---------  ---------
                                                      (IN MILLIONS)
NET INVESTMENT INCOME
 Fixed maturities ..........................  $2,281.6   $2,495.5    $2,207.5
 Equity securities .........................      50.3       62.6        18.7
 Mortgage loans on real estate .............     742.1      831.7       781.2
 Real estate ...............................      97.1      158.4       415.7
 Policy loans ..............................      24.5      109.8       111.9
 Short-term investments ....................     146.1       92.3        45.3
 Other .....................................     183.0      165.3       181.3
                                              --------   --------    --------
 Gross investment income ...................   3,524.7    3,915.6     3,761.6
  Less investment expenses .................     273.7      347.1       433.6
                                              --------   --------    --------
  Net investment income ....................  $3,251.0   $3,568.5    $3,328.0
                                              ========   ========    ========
NET REALIZED INVESTMENT GAINS (LOSSES), NET
 OF RELATED AMORTIZATION
 OF DEFERRED POLICY ACQUISITION COSTS AND
 AMOUNTS CREDITED TO PARTICIPATING PENSION
 CONTRACTHOLDERS
 Fixed maturities ..........................  $ (128.6)  $  (34.5)   $  110.3
 Equity securities .........................     204.7      113.5       115.2
 Mortgage loans on real estate and real
  estate ...................................     (13.1)     143.5       (15.6)
 Derivatives and other invested assets .....      26.9       38.5        16.5
 Amortization adjustment for deferred policy
  acquisition costs ........................       0.9      (50.5)      (41.2)
 Amounts credited to participating pension
  contractholders ..........................      (6.9)     (35.3)      (79.1)
                                              --------   --------    --------
 Net realized investment gains, net of
  related amortization of deferred
  policy acquisition costs and amounts
  credited to participating
  pension contractholders ..................  $   83.9   $  175.2    $  106.1
                                              ========   ========    ========

                                       68



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  Gross gains of $308.7 million in 2000, $192.3 million in 1999, and $267.8
million in 1998, and gross losses of $123.6 million in 2000, $176.8 million in
1999, and $92.9 million in 1998, were realized on the sale of available-for-sale
securities.

  The Company's investments in held-to-maturity securities and available-for-
sale securities are summarized below:

                                              GROSS       GROSS
                                 AMORTIZED  UNREALIZED  UNREALIZED     FAIR
                                   COST       GAINS       LOSSES       VALUE
                                 ---------  ----------  ----------  ----------
                                                (IN MILLIONS)
DECEMBER 31, 2000
HELD-TO-MATURITY:
Corporate securities ..........  $10,691.1   $  459.2     $665.7     $10,484.6
Mortgage-backed securities ....    1,104.2       10.3       48.2       1,066.3
Obligations of states and
 political subdivisions .......       87.7        3.0        0.7          90.0
Debt securities issued by
 foreign governments ..........        5.6        4.7         --          10.3
                                 ---------   --------     ------     ---------
 Total ........................  $11,888.6   $  477.2     $714.6     $11,651.2
                                 =========   ========     ======     =========
AVAILABLE-FOR-SALE:
Corporate securities ..........  $10,793.5   $  485.5     $415.6     $10,863.4
Mortgage-backed securities ....    3,430.4       82.2       25.2       3,487.4
Obligations of states and
 political subdivisions .......       24.8        1.7         --          26.5
Debt securities issued by
 foreign governments ..........    1,354.1      112.3       12.7       1,453.7
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies ....      187.5        5.3        0.3         192.5
                                 ---------   --------     ------     ---------
 Total fixed maturities .......   15,790.3      687.0      453.8      16,023.5
Equity securities .............      830.6      360.0       95.7       1,094.9
                                 ---------   --------     ------     ---------
  Total .......................  $16,620.9   $1,047.0     $549.5     $17,118.4
                                 =========   ========     ======     =========

                                       69



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

                                              GROSS       GROSS
                                 AMORTIZED  UNREALIZED  UNREALIZED     FAIR
                                   COST       GAINS       LOSSES       VALUE
                                 ---------  ----------  ----------  ----------
                                                (IN MILLIONS)
DECEMBER 31, 1999
HELD-TO-MATURITY:
Corporate securities ..........  $12,523.0     $390.3     $680.3     $12,233.0
Mortgage-backed securities ....    1,188.4        5.0       68.5       1,124.9
Obligations of states and
 political subdivisions .......       59.7        1.8        4.4          57.1
Debt securities issued by
 foreign governments ..........        5.0        5.0         --          10.0
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies ....       14.1         --        0.4          13.7
                                 ---------     ------     ------     ---------
 Total ........................  $13,790.2     $402.1     $753.6     $13,438.7
                                 =========     ======     ======     =========
AVAILABLE-FOR-SALE:
Corporate securities ..........  $11,103.0     $304.0     $431.1     $10,975.9
Mortgage-backed securities ....    4,168.5       18.6      109.9       4,077.2
Obligations of states and
 political subdivisions .......       68.9        5.0         --          73.9
Debt securities issued by
 foreign governments ..........    1,519.2       79.0       49.1       1,549.1
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies ....      291.3        1.6        9.8         283.1
                                 ---------      -----      -----     ---------
 Total fixed maturities .......   17,150.9      408.2      599.9      16,959.2
Equity securities .............    1,086.2      305.9      161.9       1,230.2
                                 --------      ------     ------     ---------
 Total ........................  $18,237.1     $714.1     $761.8     $18,189.4
                                 =========     ======     ======     =========

                                       70



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  The amortized cost and fair value of fixed maturities at December 31, 2000, by
contractual maturity, are shown below:

                                                         AMORTIZED     FAIR
                                                           COST        VALUE
                                                         ---------  ----------
                                                            (IN MILLIONS)
HELD-TO-MATURITY:
Due in one year or less .............................    $   901.6   $   919.4
Due after one year through five years ...............      3,332.4     3,396.6
Due after five years through ten years ..............      3,080.9     3,144.0
Due after ten years .................................      3,469.5     3,124.9
                                                         ---------    --------
                                                          10,784.4    10,584.9
Mortgage-backed securities ..........................      1,104.2     1,066.3
                                                         ---------   ---------
 Total ..............................................    $11,888.6   $11,651.2
                                                         =========   =========
AVAILABLE-FOR-SALE:
Due in one year or less .............................    $   567.0   $   575.6
Due after one year through five years ...............      3,363.0     3,356.3
Due after five years through ten years ..............      3,798.5     3,758.2
Due after ten years .................................      4,631.4     4,846.0
                                                         ---------   ---------
                                                          12,359.9    12,536.1
Mortgage-backed securities ..........................      3,430.4     3,487.4
                                                         ---------   ---------
 Total ..............................................    $15,790.3   $16,023.5
                                                         =========   =========

  Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

  The sale of fixed maturities held-to-maturity relate to certain securities,
with amortized cost of $24.3 million and $8.5 million for the years ended
December 31, 1999 and 1998, respectively, which were sold due to a significant
decline in the issuers' credit quality or as part of the sale of our property
and casualty operations in 1999. The related net realized gains on the sales
were $0.9 million in 1999. There were no such gains in 1998.

  The change in net unrealized gains (losses) on trading securities that has
been included in earnings during 2000, 1999 and 1998 amounted to $7.9 million,
$15.4 million, and ($6.6) million, respectively.

  The Company participates in a securities lending program for the purpose of
enhancing income on securities held. At December 31, 2000 and 1999, $87.1
million and $278.1 million, respectively, of the Company's bonds and stocks, at
market value, were on loan to various brokers/dealers, but were fully
collateralized by cash and U.S. government securities in an account held in
trust for the Company. The market value of the loaned securities is monitored on
a daily basis, and the Company obtains additional collateral when deemed
appropriate.



                                       71



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  For 2000, 1999 and 1998, investment results passed through to participating
pension contractholders as interest credited to policyholders' account balances
amounted to $162.3 million, $170.8 million, and $178.1 million, respectively.

  Mortgage loans on real estate are evaluated periodically as part of the
Company's loan review procedures and are considered impaired when, based on
current information and events, it is probable that the Company will be unable
to collect all amounts due according to the contractual terms of the loan
agreement. The allowance for losses is maintained at a level believed adequate
by management to absorb estimated probable credit losses that exist at the
balance sheet date. Management's periodic evaluation of the adequacy of the
allowance for losses is based on the Company's past loan loss experience, known
and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay (including the timing of future payments), the
estimated value of the underlying collateral, composition of the loan portfolio,
current economic conditions and other relevant factors. This evaluation is
inherently subjective as it requires estimating the amounts and timing of future
cash flows expected to be received on impaired loans that may be susceptible to
significant change.

  Changes in the allowance for probable losses on mortgage loans on real estate
and real estate to be disposed of are summarized below. Included in deductions
in 2000 are $13.5 million of allowances for probable losses on mortgage loans
transferred to the closed block.




                                            BALANCE AT                          BALANCE AT
                                            BEGINNING                             END OF
                                             OF YEAR    ADDITIONS  DEDUCTIONS      YEAR
                                            ----------  ---------  ----------  ------------
                                                            (IN MILLIONS)
                                                                   
Year ended December 31, 2000
 Mortgage loans on real estate ...........   $110.4      $  5.4      $ 45.8       $ 70.0
 Real estate to be disposed of ...........     58.1        17.1        31.7         43.5
                                             ------      ------     ------        ------
 Total ...................................   $168.5      $ 22.5      $ 77.5       $113.5
                                             ======      ======     =======       ======
Year ended December 31, 1999
 Mortgage loans on real estate ...........   $111.0      $ 39.3      $ 39.9       $110.4
 Real estate to be disposed of ...........    112.0        22.5        76.4         58.1
                                             ------      ------      ------       ------
 Total ...................................   $223.0      $ 61.8      $116.3       $168.5
                                             ======      ======      ======       ======
Year ended December 31, 1998
 Mortgage loans on real estate ...........   $127.3      $ 15.9      $ 32.2       $111.0
 Real estate to be disposed of ...........     25.5        97.0        10.5        112.0
                                             ------      ------      ------       ------
 Total ...................................   $152.8      $112.9      $ 42.7       $223.0
                                             ======      ======      ======       ======


                                       72



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  At December 31, 2000 and 1999, the total recorded investment in mortgage loans
that are considered to be impaired under SFAS No. 114, "Accounting by Creditors
for Impairment of a Loan," along with the related provision for losses were as
follows:

                                                               DECEMBER 31,
                                                             ----------------
                                                              2000      1999
                                                             -------  -------
                                                              (IN MILLIONS)
Impaired mortgage loans on real estate with provision for
 losses ...................................................  $ 57.6    $147.1
Provision for losses ......................................   (16.8)    (43.2)
                                                             ------    ------
Net impaired mortgage loans on real estate ................  $ 40.8    $103.9
                                                             ======    ======

  The average recorded investment in impaired loans and the interest income
recognized on impaired loans were as follows:

                                                             YEAR ENDED
                                                            DECEMBER 31,
                                                       -----------------------
                                                        2000    1999     1998
                                                       ------  ------  -------
                                                           (IN MILLIONS)

Average recorded investment in impaired loans ......   $102.4  $137.9   $210.8
Interest income recognized on impaired loans .......      2.9     4.9      2.7

  The payment terms of mortgage loans on real estate may be restructured or
modified from time to time. Generally, the terms of the restructured mortgage
loans call for the Company to receive some form or combination of an equity
participation in the underlying collateral, excess cash flows or an effective
yield at the maturity of the loans sufficient to meet the original terms of the
loans.

  Restructured commercial mortgage loans aggregated $68.3 million and $133.1
million as of December 31, 2000 and 1999, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreements and the actual interest income
recorded were as follows:

                                                               YEAR ENDED
                                                              DECEMBER 31,
                                                           ------------------
                                                           2000  1999    1998
                                                           ----  -----  -----
                                                             (IN MILLIONS)

Expected ...............................................   $5.8  $12.0   $23.7
Actual .................................................    5.2    7.9    12.6

                                       73



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

  At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:

                          CARRYING     GEOGRAPHIC                  CARRYING
PROPERTY TYPE              AMOUNT      CONCENTRATION                AMOUNT
- -------------           -------------  -------------            ---------------
                        (IN MILLIONS)                            (IN MILLIONS)
Apartments ............   $2,082.4     East North Central ......   $  907.8
Hotels ................      351.6     East South Central ......      475.0
Industrial ............      784.3     Middle Atlantic .........    1,115.8
Office buildings ......    1,990.2     Mountain ................      312.6
Retail ................    1,284.3     New England .............      682.5
1-4 Family ............       71.8     Pacific .................    1,573.9
Mixed Use .............      234.9     South Atlantic               1,678.9
Agricultural ..........    2,104.2     West North Central ......      296.1
Other .................      135.2     West South Central ......      659.9
                                       Canada/Other ............    1,336.4
Allowance for losses ..      (70.0)    Allowance for losses ....      (70.0)
                          --------                                 --------
 Total ................   $8,968.9      Total ..................   $8,968.9
                          ========                                 ========

  Mortgage loans with outstanding principal balances of $27.8 million, bonds
with amortized cost of $117.1 million and real estate with a carrying value of
$1.1 million were non-income producing for the year ended December 31, 2000.

  Depreciation expense on investment real estate was $9.5 million, $8.1 million,
and $41.7 million in 2000, 1999, and 1998, respectively. Accumulated
depreciation was $66.2 million and $60.5 million at December 31, 2000 and 1999,
respectively.

  Investments in unconsolidated joint ventures and partnerships accounted for by
using the equity method of accounting totaled $183.6 million and $201.7 million
at December 31, 2000 and 1999, respectively. Total combined assets of these
joint ventures and partnerships were $1,235.0 million and $1,134.2 million
(consisting primarily of investments), and total combined liabilities were
$313.0 million and $267.1 million (including $124.8 million and $133.2 million
of non-recourse notes payable to banks) at December 31, 2000 and 1999,
respectively. Total combined revenues and expenses of such joint ventures and
partnerships were $1,908.4 million and $1,720.0 million, respectively, resulting
in $188.4 million of total combined income from operations before income taxes
in 2000. Total combined revenues of such joint ventures and partnerships were
$346.7 million and $1,435.6 million, and total combined expenses were $145.2
million and $1,128.0 million, respectively, resulting in $201.5 million and
$307.6 million of total combined income from operations before income taxes in
1999 and 1998, respectively. Net investment income on investments accounted for
on the equity method totaled $143.8 million, $65.1 million and $70.0 million in
2000, 1999, and 1998, respectively.

                                       74



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- DERIVATIVES

  The notional amounts, carrying values and estimated fair values of the
Company's derivative instruments are as follows:




                                NUMBER OF CONTRACTS/               ASSETS (LIABILITIES)
                                                        -----------------------------------------
                                   NOTIONAL AMOUNT               2000                  1999
                                ---------------------   ---------------------   -----------------
                                                         CARRYING     FAIR      CARRYING    FAIR
                                  2000        1999        VALUE       VALUE      VALUE      VALUE
                                ----------  ----------  ----------  ----------  --------  ----------
                                                          (IN MILLIONS)
                                                                        
ASSET HEDGES:
  Futures contracts to
    sell securities ........       5,874      19,288     $ (17.6)    $ (17.6)   $ 32.2     $  32.2
  Interest rate swap
    agreements .............
   Notional ................    $6,896.1    $5,824.0      (178.2)     (290.4)     82.9        94.7
   Average fixed
    rate-paid ..............        6.90%       6.91%         --          --        --          --
   Average float
    rate-received ..........        6.67%       6.06%         --          --        --          --
  Interest rate cap
    agreements .............    $   42.2    $   80.0         0.1         0.1       0.2         0.2
  Interest rate
    swaption agreements ....          30        30.0        (1.3)       (1.3)     (3.6)       (3.6)
  Currency rate swap
    agreements .............       515.0       541.0        11.4        11.4       9.1         9.1
  Equity collar
    agreements .............          --          --        11.7        11.7      53.0        53.0
LIABILITY HEDGES:
  Futures contracts to
    acquire securities .....         647       4,075         1.4         1.4      (0.9)       (0.9)
  Interest rate swap
    agreements .............
   Notional ................    $3,008.2    $3,780.0          --       114.3        --      (113.0)
   Average fixed
    rate-received ..........        6.79%       6.97%         --          --        --          --
   Average float
    rate-paid ..............        6.68%       6.06%         --          --        --          --
  Interest rate swaps
    (receive CMT rate) .....    $  491.3    $  648.7          --        (5.2)       --         1.9
  Interest rate cap
    agreements .............       279.4       279.4         2.1         2.1       5.6         5.6
  Interest rate floor
    agreements .............     8,328.0       125.0        59.0        59.0       0.1         0.1
  Currency rate swap
    agreements .............     3,423.4     5,470.2          --      (473.0)       --       (57.4)


  Financial futures contracts are used principally to hedge risks associated
with interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. The Company is subject to the risks associated with changes
in the value of the underlying securities; however, such changes in value
generally are offset by opposite changes in the value of the hedged items. The
contract or notional amounts of the contracts represent the extent of the
Company's involvement but not the future cash requirements, as the Company
intends to close the open positions prior to settlement. The futures contracts
expire in March 2001.

  The interest rate swap agreements expire in 2001 to 2029. The interest rate
cap agreements expire in 2001 to 2007 and interest rate floor agreements expire
in 2010. Interest rate swaption agreements expire in 2025. The currency rate
swap agreements expire in 2001 to 2021. The equity collar agreements expire in
2003.

                                       75



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- DERIVATIVES (CONTINUED)

  Fair values for futures contracts are based on quoted market prices. Fair
values for interest rate swap, cap and floor agreements, swaptions, and currency
swap agreements and equity collar agreements are based on current settlement
values. The current settlement values are based on quoted market prices, which
utilize pricing models or formulas using current assumptions.

  The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform to the terms of the contract. The Company continually
monitors its position and the credit ratings of the counterparties to these
derivative instruments. To limit exposure associated with counterparty
nonperformance on interest rate and currency swap agreements, the Company enters
into master netting agreements with its counterparties. The Company believes the
risk of incurring losses due to nonperformance by its counterparties is remote
and that such losses, if any, would be immaterial. Futures contracts trade on
organized exchanges and, therefore, have minimal credit risk.

NOTE 5--INCOME TAXES

  The Company participates in the filing of a life/non-life consolidated federal
income tax return. The life company sub-group includes four domestic life
insurance companies (the Company, John Hancock Variable Life Insurance Company,
Investors Partner Life Insurance Company and Investors Guaranty Life Insurance
Company) and a Bermuda life insurance company (John Hancock Reassurance Company,
Ltd.) that is treated as a U.S. company for federal income tax purposes. The
non-life subgroup consists of John Hancock Financial Services, Inc., John
Hancock Subsidiaries, Inc. and John Hancock International Holdings, Inc.

  In addition to taxes on operations, mutual life insurance companies are
charged an equity base tax. As the Company was a mutual life insurance company
for the entire year 1999, it is subject to the re-computation of its 1999 equity
base tax liability in its 2000 tax return. The equity base tax is determined by
application of an industry-based earnings rate to mutual companies' average
equity base, as defined by the Internal Revenue Code. The industry earnings rate
is determined by the Internal Revenue Service (IRS) and is not finalized until
the subsequent year. The Company estimates its taxes for the current year based
on estimated industry earnings rates and revises these estimates up or down when
the earnings rates are finalized and published by the IRS in the subsequent
year.

  Income before income taxes, minority interest and cumulative effect of
accounting change includes the following:

                                                     YEAR ENDED DECEMBER 31,
                                                     ------------------------
                                                       2000     1999     1998
                                                     --------  ------  --------
                                                          (IN MILLIONS)
Domestic .........................................   $1,125.5  $211.7   $585.1
Foreign ..........................................       69.6    48.2     32.2
                                                     --------  ------   ------
Income before income taxes, minority interest and
 cumulative effect of accounting change ..........   $1,195.1  $259.9   $617.3
                                                     ========  ======   ======

                                       76



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--INCOME TAXES (CONTINUED)

  The components of income taxes were as follows:

                                                     YEAR ENDED DECEMBER 31,
                                                    -------------------------
                                                     2000     1999      1998
                                                    -------  -------  -------
                                                         (IN MILLIONS)
Current taxes:
 Federal .........................................  $ 18.1   $(62.5)   $223.6
 Foreign .........................................     7.5      2.6       1.9
 State ...........................................    12.0      5.8       6.3
                                                    ------   ------    ------
                                                      37.6    (54.1)    231.8
Deferred taxes:
 Federal .........................................   284.7    137.7     (64.5)
 Foreign .........................................    23.1     15.4       7.7
 State ...........................................    (1.0)    (1.1)     (0.9)
                                                    ------   ------    ------
                                                     306.8    152.0     (57.7)
                                                    ------   ------    ------
Total income taxes ...............................  $344.4   $ 97.9    $174.1
                                                    ======   ======    ======

  A reconciliation of income taxes computed by applying the federal income tax
rate to income before income taxes, minority interest and cumulative effect of
accounting change and the consolidated income tax expense charged to operations
follows:

                                                     YEAR ENDED DECEMBER 31,
                                                    -------------------------
                                                     2000     1999      1998
                                                    -------  -------  -------
                                                         (IN MILLIONS)
Tax at 35%                                          $418.2   $ 91.0    $216.1
Add (deduct):
 Equity base tax .................................   (46.0)    22.2     (19.9)
 Prior year taxes ................................    (0.3)     2.1       5.8
 Tax credits .....................................   (20.6)   (12.9)    (13.0)
 Foreign taxes ...................................     0.4      1.0       2.5
 Tax exempt investment income ....................   (16.4)   (19.4)    (24.4)
 Non-taxable gain on sale of subsidiary ..........      --    (15.4)       --
 Disallowed demutualization expenses .............      --     31.1        --
 Other ...........................................     9.1     (1.8)      7.0
                                                    ------   ------    ------
  Total income taxes .............................  $344.4   $ 97.9    $174.1
                                                    ======   ======    ======

                                       77



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--INCOME TAXES (CONTINUED)

  The significant components of the Company's deferred tax assets and
liabilities were as follows:

                                                              DECEMBER 31,
                                                           ------------------
                                                             2000       1999
                                                           --------  ----------
                                                             (IN MILLIONS)
DEFERRED TAX ASSETS:
 Policy reserve adjustments ............................   $  458.8   $  803.1
 Other postretirement benefits .........................      149.4      151.1
 Book over tax basis of investments ....................      168.7      119.7
 Dividends payable to policyholders ....................      117.6      129.0
 Unearned premium ......................................       93.3       58.3
 Interest ..............................................       38.3       38.3
 Other .................................................         --       67.0
                                                           --------   --------
  Total deferred tax assets ............................    1,026.1    1,366.5
                                                           --------   --------
DEFERRED TAX LIABILITIES:
 Deferred policy acquisition costs .....................      777.6      805.1
 Depreciation ..........................................      212.2      232.1
 Basis in partnerships .................................      109.8      159.2
 Market discount on bonds ..............................       64.2       59.2
 Pension plan expense ..................................      114.6       82.5
 Capitalized charges related to mutual funds ...........       56.9       71.8
 Unrealized gains ......................................      112.6       34.5
 Other .................................................       74.2         --
                                                           --------   --------
  Total deferred tax liabilities .......................    1,522.1    1,444.4
                                                           --------   --------
  Net deferred tax liabilities .........................   $  496.0   $   77.9
                                                           ========   ========

  The Company received an income tax refund of $24.3 million, and made income
tax payments of $86.2 million, and $158.8 million in 2000, 1999 and 1998,
respectively.

                                       78



                      JOHN HANCOCK LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK

  Under the Plan, on February 1, 2000, the Company created a closed block for
the benefit of policies included therein. The following tables set forth certain
summarized financial information relating to the closed block as of the dates
indicated:

                                                    DECEMBER 31,   FEBRUARY 1,
                                                        2000          2000
                                                    ------------  -------------
ASSETS                                                    (IN MILLIONS)
Investments
Fixed maturities:
 Held-to-maturity--at amortized cost
  (fair value: December 31--$2,327.4; February
  1--$2,259.6)  ..................................   $ 2,269.9      $ 2,270.7
 Available-for-sale--at fair value
  (cost: December 31--$2,378.7; February
  1--$2,275.1)  ..................................     2,353.0        2,199.2
Equity securities:
 Available-for-sale--at fair value (cost: December
  31--$5.3; February 1--$6.4) ....................         6.3            3.4
Mortgage loans on real estate ....................     1,930.6        1,875.9
Policy loans .....................................     1,540.6        1,561.2
Short-term investments ...........................        62.1             --
Other invested assets ............................        40.7            5.3
                                                     ---------      ---------
  Total Investments ..............................     8,203.2        7,915.7
Cash and cash equivalents ........................       305.6          158.6
Accrued investment income ........................       149.3          136.2
Premiums and accounts receivable .................        27.1            4.0
Deferred policy acquisition costs ................       947.3        1,062.5
Other assets .....................................        77.5           66.0
                                                     ---------      ---------
 Total closed block assets .......................   $ 9,710.0      $ 9,343.0
                                                     =========      =========
LIABILITIES
Future policy benefits ...........................   $ 9,910.5      $ 9,732.8
Policyholders' funds .............................     1,459.5        1,885.4
Other liabilities ................................       665.9          500.1
                                                     ---------      ---------
 Total closed block liabilities ..................   $12,035.9      $12,118.3
                                                     =========      =========


                                                             FOR THE PERIOD
                                                          FEBRUARY 1, THROUGH
                                                           DECEMBER 31, 2000
                                                         ----------------------
REVENUES ...........................................          (IN MILLIONS)
  Premiums .........................................           $  865.0
  Net investment income ............................              591.6
  Realized investment gains, net ...................               11.7
  Other expense ....................................               (0.6)
                                                               ---------
   Total revenues ..................................            1,467.7
BENEFITS AND EXPENSES
  Benefits to policyholders ........................              870.0
  Other operating costs and expenses ...............              (10.0)
  Amortization of deferred policy acquisition costs                76.5
  Dividends to policyholders .......................              407.1
                                                               --------
   Total benefits and expenses .....................            1,343.6
                                                               --------
   Contribution from the closed block ..............           $  124.1
                                                               ========

                                       79


                      JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK (CONTINUED)

  Gross losses of $7.2 million in 2000 were realized on sales of
available-for-sale securities allocated to the closed block. There were no gross
gains realized in 2000.
  Investments in held-to-maturity securities and available-for-sale securities
allocated to the closed block are summarized below:

                                                 GROSS       GROSS
                                    AMORTIZED  UNREALIZED  UNREALIZED     FAIR
                                       COST      GAINS       LOSSES       VALUE
                                    ---------- ----------  ----------    ------
                                                  (IN MILLIONS)
DECEMBER 31, 2000
HELD-TO-MATURITY:
Corporate securities ..........     $2,157.0     $94.6       $33.4      $2,218.2
Mortgage-backed securities ....         98.3       1.2         4.8          94.7
Obligations of states and
 political subdivisions .......         14.6       0.1         0.2          14.5
                                    --------     -----       -----      --------
   Total ......................     $2,269.9     $95.9       $38.4      $2,327.4
                                    ========     =====       =====      ========
AVAILABLE-FOR-SALE:
Corporate securities ..........     $1,485.4     $42.8       $80.4      $1,447.8
Mortgage-backed securities ....        784.9      14.5         8.5         790.9
Obligations of states and
 political subdivisions .......         11.3       0.4          --          11.7
Debt securities issued by
 foreign governments ..........         84.0       6.7         1.4          89.3
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies ....         13.1       0.2          --          13.3
                                    --------     ------      -----      --------
Total fixed maturities ........      2,378.7      64.6        90.3       2,353.0
Equity securities .............          5.3       1.6         0.6           6.3
                                    --------     -----       -----      --------
  Total .......................     $2,384.0     $66.2       $90.9      $2,359.3
                                    ========     =====       =====      ========

  The amortized cost and fair value of fixed maturities at December 31, 2000, by
contractual maturity, are shown below:

                                                          AMORTIZED     FAIR
                                                            COST       VALUE
                                                          ---------  ----------
                                                             (IN MILLIONS)
Held-to-Maturity:
Due in one year or less ...............................   $  202.2    $  206.0
Due after one year through five years .................      803.6       821.2
Due after five years through ten years ................      587.1       614.1
Due after ten years ...................................      578.7       591.4
                                                          --------    --------
                                                           2,171.6     2,232.7
Mortgage-backed securities ............................       98.3        94.7
                                                          --------    --------
 Total ................................................   $2,269.9    $2,327.4
                                                          ========    ========
Available-for-Sale:
Due in one year or less ...............................   $   64.5    $   66.0
Due after one year through five years .................      431.7       431.4
Due after five years through ten years ................      473.8       466.8
Due after ten years ...................................      623.8       597.9
                                                          --------    --------
                                                           1,593.8     1,562.1
Mortgage-backed securities ............................      784.9       790.9
                                                          --------    --------
 Total ................................................   $2,378.7    $2,353.0
                                                          ========    ========

  Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

                                       80



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK (CONTINUED)

  At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:

                          CARRYING     GEOGRAPHIC                  CARRYING
PROPERTY TYPE              AMOUNT      CONCENTRATION                AMOUNT
- -------------             --------     -------------               --------
                        (IN MILLIONS)                            (IN MILLIONS)
Apartments ..........     $  324.3     East North Central ...      $  201.1
Hotels ..............         66.1     East South Central ...          58.5
Industrial ..........        127.2     Middle Atlantic ......         378.0
Office buildings ....        494.6     Mountain .............          92.1
Retail ..............        350.4     New England ..........         162.0
1-4 Family ..........           --     Pacific ..............         420.7
Mixed Use ...........         41.8     South Atlantic .......         384.5
Agricultural ........        433.1     West North Central ...          74.9
Other ...............        106.6     West South Central ...         162.7
                                       Canada/Other .........           9.6
Allowance for losses         (13.5)    Allowance for losses .         (13.5)
                          --------                                 --------
 Total ..............     $1,930.6      Total ...............      $1,930.6
                          ========                                 ========

NOTE 7--DEBT AND LINE OF CREDIT

  Short-term and long-term debt consists of the following:

                                                               DECEMBER 31,
                                                             ---------------
                                                              2000      1999
                                                             -------  -------
                                                              (IN MILLIONS)
SHORT-TERM DEBT:
 Commercial paper .......................................    $222.3    $380.6
 Current maturities of long-term debt ...................      23.0      73.2
                                                             ------    ------
Total short-term debt ...................................     245.3     453.8
                                                             ------    ------
LONG-TERM DEBT:
 Surplus notes, 7.38% maturing in 2024 ..................     447.2     447.1
 Notes payable, interest ranging from 5.43% to 9.60%, due
  in varying amounts to 2005 ............................     109.8     163.0
                                                             ------    ------
Total long-term debt ....................................     557.0     610.1
Less current maturities .................................     (23.0)    (73.2)
                                                             ------    ------
Long-term debt ..........................................     534.0     536.9
                                                             ------    ------
  Total debt ............................................    $779.3    $990.7
                                                             ======    ======

                                       81



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7--DEBT AND LINE OF CREDIT (CONTINUED)

  The Company issues commercial paper primarily to take advantage of current
investment opportunities, balance operating cash flows and existing commitments
and meet working capital needs. The weighted average interest rate for
outstanding commercial paper at December 31, 2000 and 1999 was 6.59% and 6.28%,
respectively. The weighted average life for outstanding commercial paper at
December 31, 2000 and 1999 was approximately 26 days and 11 days, respectively.
Commercial paper borrowing arrangements are supported by a syndicated line of
credit.

  The issuance of surplus notes was approved by the Commonwealth of
Massachusetts Division of Insurance, and any payments of interest or principal
on the surplus notes require the prior approval of the Commissioner of the
Commonwealth of Massachusetts Division of Insurance.

  At December 31, 2000, the Company had a syndicated line of credit with a group
of banks totaling $1.0 billion, $500.0 million of which expires on August 2,
2001 and $500.0 million of which expires on August 3, 2005. The banks will
commit, when requested, to loan funds at prevailing interest rates as determined
in accordance with the line of credit agreement. Under the terms of the
agreement, the Company is required to maintain certain minimum levels of net
worth and comply with certain other covenants, which were met at December 31,
2000. At December 31, 2000, the Company had no outstanding borrowings under the
agreement.

  Aggregate maturities of long-term debt are as follows: 2001--$23.0 million;
2002--$38.0 million; 2003--$22.9 million; 2004--$6.0 million; 2005--$19.9
million and thereafter--$447.2 million.

  Interest expense on debt, included in other operating costs and expenses, was
$63.4 million, $70.1 million, and $76.7 million in 2000, 1999 and 1998,
respectively. Interest paid amounted to $63.4 million in 2000, $70.1 million in
1999, and $76.7 million in 1998.

 NOTE 8--MINORITY INTEREST

  Minority interest relates to the portion of John Hancock Canadian Holdings
Limited (JHCH) owned by JHFS and the preferred stock issued by Maritime, an
indirect majority owned subsidiary of the Company.

  As of October 1, 2000, the Company sold 45% of the common stock of JHCH, the
parent company of Maritime, to JHFS for cash of $222.3 million. No gain or loss
was recognized on the transaction. For financial reporting purposes, the assets,
liabilities, and earnings of JHCH are consolidated in the Company's financial
statements. JHFS's interest in JHCH of $196.8 million as of December 31, 2000
and the related income attributable to the interest of $5.2 million in 2000 is
reflected in Minority Interest in the consolidated balance sheets and statements
of income. The Board of Directors of JHFS also has authorized the purchase of
the remaining JHCH shares from the Company over time as well as the shares of
certain other foreign subsidiaries.

  On November 19, 1999, Maritime issued $68.2 million of Non-Cumulative
Redeemable Second Preferred Shares, Series 1 (Series 1 Preferred Shares) at a
price of 25 Canadian dollars per share. Dividends on the Series 1 Preferred
Shares are payable quarterly, through December 31, 2004, at a rate of 0.38125
Canadian dollars per share. Commencing on January 1, 2005, the Series 1
Preferred Shares dividends will be calculated by applying 25 Canadian dollars to
the greater of one quarter of 90% of prime rate and 5.85%. The Series 1
Preferred Shares are nonvoting and redeemable at Maritime's sole option any time
after December 31, 2004 at a price of 25.50 Canadian dollars plus all declared
and unpaid dividends. In addition, shareholders as of December 31, 2004 have the
option to convert their Series 1 Preferred Shares to Non-Cumulative Redeemable
Second Preferred Shares, Series 2 (Series 2 Preferred Shares). The Series 2
Preferred Shares will have a dividend rate of not less than 95% of the yield of
certain bonds of the Government of Canada.

                                       82



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8--MINORITY INTEREST (CONTINUED)

  In 1986, Maritime issued $25.3 million of Series A Cumulative Redeemable
Preferred Stock (Preferred Stock). Dividends on the Preferred Stock are payable
quarterly at 18% of the average of two prime rates of two specified Canadian
banks. The Preferred Stock is nonvoting and redeemable at Maritime's sole option
at a price of 25 Canadian dollars per share.

NOTE 9--REINSURANCE

  The effect of reinsurance on premiums written and earned was as follows:




                                            2000                    1999                    1998
                                    ---------------------   ---------------------   ---------------------
                                          PREMIUMS                PREMIUMS                PREMIUMS
                                    ---------------------   ---------------------   ---------------------
                                     WRITTEN     EARNED      WRITTEN     EARNED      WRITTEN      EARNED
                                    ----------  ---------   ----------  ---------   ----------  ---------
                                                                (IN MILLIONS)
                                                                              
Life, Health and
 Annuity:
 Direct .........................   $ 3,158.1   $ 3,157.4   $ 3,437.1   $ 3,435.2   $ 2,830.4    $ 2,828.4
 Assumed ........................       465.1       465.1       312.5       312.5       351.9        351.9
 Ceded ..........................    (1,432.1)   (1,432.1)   (1,336.7)   (1,336.7)   (1,071.4)    (1,071.3)
                                    ---------   ---------   ---------   ---------   ---------    ---------
  Net life, health and
   annuity premiums .............     2,191.1     2,190.4     2,412.9     2,411.0     2,110.9      2,109.0
                                    ---------   ---------   ---------   ---------   ---------    ---------
Property and Casualty:
 Direct .........................          --          --          --          --         0.4          7.1
 Assumed ........................          --          --         0.3         0.3          --          1.9
 Ceded ..........................          --          --          --          --        (0.4)        (9.0)
                                    ---------   ---------   ---------   ---------   ---------    ---------
  Net property and
   casualty premiums ............          --          --         0.3         0.3          --           --
                                    ---------   ---------   ---------   ---------   ---------    ---------
  Net premiums ..................   $ 2,191.1   $ 2,190.4   $ 2,413.2   $ 2,411.3   $ 2,110.9    $ 2,109.0
                                    =========   =========   =========   =========   =========    =========



  For the years ended December 31, 2000, 1999 and 1998, benefits to
policyholders under life, health and annuity ceded reinsurance contracts were
$734.5 million, $576.3 million, and $814.6 million, respectively.

  On February 28, 1997, the Company sold a major portion of its group insurance
business to UNICARE Life & Health Insurance Company (UNICARE), a wholly owned
subsidiary of WellPoint Health Networks, Inc. The business sold included the
Company's group accident and health business and related group life business and
Cost Care, Inc., Hancock Association Services Group and Tri-State, Inc., all of
which were indirect wholly-owned subsidiaries of the Company. The Company
retained its group long-term care operations. The insurance business sold was
transferred to UNICARE through a 100% coinsurance agreement.

                                       83



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--REINSURANCE (CONTINUED)

  In connection with the coinsurance arrangement, the Company initially secured
a $397.0 million letter of credit facility with a group of banks. Under the
terms of the letter of credit facility agreement, the banks agreed to issue a
letter of credit to the Company pursuant to which the Company may draw up to the
amount of the letter of credit for any claims not satisfied by UNICARE under the
coinsurance agreement after the Company has incurred the first $113.0 million of
losses from such claims. The amount available pursuant to the letter of credit
agreement and any letter of credit issued thereunder automatically will be
reduced on a scheduled basis consistent with the anticipated runoff of
liabilities related to the business reinsured under the coinsurance agreement.
The letter of credit facility was reduced to $272.0 million effective March 1,
2000 and is scheduled to be reduced again to $127.0 million on March 1, 2001.
The letter of credit and any letter of credit issued thereunder are scheduled to
expire on March 1, 2002. The Company remains liable to its policyholders to the
extent that UNICARE does not meet its contractual obligations under the
coinsurance agreement.

  Through the Company's group health insurance operations, the Company entered
into a number of reinsurance arrangements in respect of personal accident
insurance and the occupational accident component of workers compensation
insurance, a portion of which was originated through a pool managed by Unicover
Managers, Inc. Under these arrangements, the Company both assumed risks as a
reinsurer, and also passed 95% of these risks on to other companies. This
business had originally been reinsured by a number of different companies, and
has become the subject of widespread disputes. The disputes concern the
placement of the business with reinsurers and recovery of the reinsurance. The
Company is engaged in disputes, including a number of legal proceedings, in
respect of this business. The risk to the Company is that other companies that
reinsured the business from the Company may seek to avoid their reinsurance
obligations. However, the Company believes that it has a reasonable legal
position in this matter. During the fourth quarter of 1999 and early 2000, the
Company received additional information about its exposure to losses under the
various reinsurance programs. As a result of this additional information and in
connection with global settlement discussions initiated in late 1999 with other
parties involved in the reinsurance programs, during the fourth quarter of 1999
the Company recognized a charge for uncollectible reinsurance of $133.7 million,
after tax, as its best estimate of its remaining loss exposure. The Company
believes that any exposure to loss from this issue, in addition to amounts
already provided for as of December 31, 2000, would not be material.

  Reinsurance ceded contracts do not relieve the Company from its obligations to
policyholders. The Company remains liable to its policyholders for the portion
reinsured to the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements. Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the reinsurers.

                                       84



                       JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

  The Company provides pension benefits to substantially all employees and
general agency personnel. These benefits are provided through both qualified
defined benefit and defined contribution pension plans. In addition, through
nonqualified plans, the Company provides supplemental pension benefits to
employees with salaries and/ or pension benefits in excess of the qualified plan
limits imposed by federal tax law. Pension benefits under the defined benefit
plans are based on years of service and average compensation generally during
the five years prior to retirement. Benefits related to the Company's defined
benefit pension plans paid to employees and retirees covered by annuity
contracts issued by the Company amounted to $102.2 million in 2000, $97.6
million in 1999, and $92.6 million in 1998. Plan assets consist principally of
listed equity securities, corporate obligations and U.S. government securities.

  The Company's funding policy for qualified defined benefit plans is to
contribute annually an amount in excess of the minimum annual contribution
required under the Employee Retirement Income Security Act (ERISA). This amount
is limited by the maximum amount that can be deducted for federal income tax
purposes. Because the qualified defined benefit plans are overfunded, no amounts
were contributed to these plans in 2000 or 1999. The funding policy for
nonqualified defined benefit plans is to contribute the amount of the benefit
payments made during the year. The projected benefit obligation and accumulated
benefit obligation for the non-qualified defined benefit pension plans, which
are underfunded, for which accumulated benefit obligations are in excess of plan
assets were $256.3 million, and $244.3 million, respectively, at December 31,
2000, and $257.4 million and $239.3 million, respectively, at December 31, 1999.
Non-qualified plan assets, at fair value, were $0.8 million and $1.0 million at
December 31, 2000 and 1999, respectively.

  Defined contribution plans include The Investment Incentive Plan and the
Savings and Investment Plan. The expense for defined contribution plans was
$10.2 million, $9.4 million, and $8.1 million, in 2000, 1999 and 1998,
respectively.

  In addition to the Company's defined benefit pension plans, the Company has
employee welfare plans for medical, dental, and life insurance covering most of
its retired employees and general agency personnel.

  Substantially all employees may become eligible for these benefits if they
reach retirement age while employed by the Company. The postretirement health
care and dental coverages are contributory based on service for post January 1,
1992 non-union retirees. A small portion of pre-January 1, 1992 non-union
retirees also contribute. The applicable contributions are based on service.

  The Company's policy is to fund postretirement benefits in amounts at or below
the annual tax qualified limits. As of December 31, 2000 and 1999, plan assets
related to non-union employees were comprised of an irrevocable health insurance
contract to provide future health benefits to retirees. Plan assets related to
union employees were comprised of approximately 60% equity securities and 40%
fixed income investments.

                                       85



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS
                                  (CONTINUED)

  The changes in benefit obligation and plan assets related to the Company's
qualified and nonqualified benefit plans are summarized as follows:




                                          YEAR ENDED DECEMBER 31,
                              -----------------------------------------------
                                                        OTHER POSTRETIREMENT
                                 PENSION BENEFITS            BENEFITS
                              -------------------      ----------------------
                               2000        1999         2000           1999
                              ------     --------      -------       --------
                                               (IN MILLIONS)
                                                      
CHANGE IN BENEFIT
 OBLIGATION:
  Benefit obligation
  at beginning of year ...    $1,967.6   $1,839.8      $ 443.2        $ 441.1
  Service cost ...........        36.8       35.7          7.8            7.5
  Interest cost ..........       134.1      121.2         31.4           28.7
  Amendments .............       (10.3)      19.9           --             --
  Actuarial (gain)
  loss ...................      (136.8)      32.6         36.4           (4.7)
  Translation (gain)
  loss ...................        (1.5)       2.1           --             --
  Benefits paid ..........      (113.6)    (115.1)       (32.0)         (29.4)
  Acquisition of
  subsidiary .............          --       44.6          6.5             --
  Curtailment ............          --      (13.2)          --             --
                              --------   --------      -------        -------
  Benefit obligation
  at end of year .........     1,876.3    1,967.6       493.3           443.2
                              --------   --------     -------         -------
CHANGE IN PLAN ASSETS:
  Fair value of plan
  assets at beginning
  of year ................     2,476.5    2,251.1       232.9           215.2
  Actual return on
  plan assets ............       132.6      281.5         0.3            17.7
  Employer
  contribution ...........        12.6       11.5        35.5              --
  Benefits paid ..........      (113.6)    (108.4)       (7.3)             --
  Translation (loss)
  gain ...................        (2.3)       3.5          --              --
  Acquisition of
  subsidiary .............          --       50.2          --              --
  Curtailment ............          --      (12.9)         --              --
                              --------   --------     -------         -------
  Fair value of plan B
  assets at end of
  year ...................     2,505.8    2,476.5       261.4           232.9
                              --------   --------     -------         -------
Funded status ............       629.5      508.9      (231.9)         (210.3)
Unrecognized actuarial
 gain ....................      (400.6)    (366.0)     (139.7)         (182.8)
Unrecognized prior
 service cost ............        24.2       39.1        (1.4)           (1.6)
Unrecognized net
 transition asset ........        (6.3)     (11.8)         --              --
                              --------   --------     -------         -------
Prepaid (accrued)
 benefit cost, net .......    $  246.8   $  170.2     $(373.0)        $(394.7)
                              ========   ========     =======         =======
AMOUNTS RECOGNIZED IN
 BALANCE SHEET CONSIST
 OF:
   Prepaid benefit
   cost ..................    $  396.4   $  299.4
   Accrued benefit
   liability .............      (243.5)    (238.9)
   Intangible asset ......         6.0        7.9
   Accumulated other
   comprehensive
   income ................        87.9      101.8
                              --------   --------
Prepaid benefit cost,
 net .....................    $  246.8   $  170.2
                              ========   ========




                                       86



                      JOHN HANCOCK LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS
                                  (CONTINUED)

  The assumptions used in accounting for the Company's qualified and
nonqualified benefit plans were as follows:

                                        YEAR ENDED DECEMBER 31,
                                   -------------------------------
                                                        OTHER
                                      PENSION       POSTRETIREMENT
                                     BENEFITS          BENEFITS
                                   ------------     --------------
                                    2000   1999      2000    1999
                                    ----   ----      ----    ----

Discount rate ..................    7.25%  7.00%     7.25%   7.00%
Expected return on plan
 assets ........................    9.00%  8.50%     9.00%   8.50%
Rate of compensation
 increase ......................    4.77%  4.77%     4.77%   4.77%

  For measurement purposes, an 8.75% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2001. The rate was assumed
to decrease gradually to 5.25% in 2006 and remain at that level thereafter.

  For the prior valuation, an 5.50% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2000. The rate was assumed
to decrease gradually to 5.25% in 2001 and remain at that level thereafter.

  The net periodic benefit (credit) cost related to the Company's qualified and
nonqualified benefit plans includes the following components:




                                                  YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------
                                                                   OTHER POSTRETIREMENT
                                    PENSION BENEFITS                    BENEFITS
                                --------------------------        -----------------------
                                2000        1999      1998        2000     1999      1998
                                -----       ----      ----        ----     ----      ----
                                                         (IN MILLIONS)
                                                                     
Service cost .............     $  36.8     $  35.7   $  34.6     $  7.8     $  7.5  $  7.1
Interest cost ............       134.1       121.2     117.5       31.4       28.7    29.1
Expected return on
 plan assets .............      (217.4)     (186.6)   (168.5)     (24.1)     (18.3)  (14.7)
Amortization of
 transition asset ........       (12.7)      (12.1)    (11.7)        --         --      --
Amortization of prior
 service cost ............         4.6         3.9       6.5       (0.2)      (0.2)   (0.3)
Recognized actuarial
 gain ....................       (10.9)       (8.1)     (2.6)      (8.8)      (8.5)   (7.8)
Other ....................          --        (3.8)     (1.2)        --         --      --
                              --------    --------     -----       ----       ----    ----
  Net periodic benefit
   (credit) cost .........     $ (65.5)    $ (49.8)  $ (25.4)    $  6.1     $  9.2  $ 13.4
                              ========    ========     =====       ====       ====    ====




  Assumed health care cost trend rates have a significant effect on the amounts
reported for the healthcare plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:

                                                 1-PERCENTAGE     1-PERCENTAGE
                                                POINT INCREASE   POINT DECREASE
                                                --------------  ----------------
                                                       (IN MILLIONS)
Effect on total of service and interest costs
 in 2000 .......................................    $ 4.6           $ (2.2)
Effect on postretirement benefit obligations
 as of December 31, 2000 ......................      34.5            (29.9)

                                       87



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--COMMITMENTS AND CONTINGENCIES

  In the normal course of its business operations, the Company is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 2000. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

  During 1997, the Company entered into a court-approved settlement relating to
a class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The reserve held in connection with the
settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $172.8 million
and $496.6 million at December 31, 2000 and 1999, respectively. Costs incurred
related to the settlement were $140.2 million and $230.8 million, in 1999 and
1998, respectively. No such costs were incurred in 2000. The estimated reserve
is based on a number of factors, including the estimated cost per claim and the
estimated costs to administer the claims.

  During 1996, management determined that is was probable that a settlement
would occur and that a minimum loss amount could be reasonably estimated.
Accordingly, the Company recorded its best estimate based on the information
available at the time. The terms of the settlement agreement were negotiated
throughout 1997 and approved by the court on December 31, 1997. In accordance
with the terms of the settlement agreement, the Company contacted class members
during 1998 to determine the actual type of relief to be sought by class
members. The majority of the responses from class members were received by the
fourth quarter of 1998. The type of relief sought by class members differed from
the Company's previous estimates, primarily due to additional outreach
activities by regulatory authorities during 1998 encouraging class members to
consider alternative dispute resolution relief. In 1999, the Company updated its
estimate of the cost of claims subject to alternative dispute resolution relief
and revised its reserve estimate accordingly.

  Given the uncertainties associated with estimating the reserve, it is
reasonably possible that the final cost of the settlement could differ
materially from the amounts presently provided for by the Company. The Company
will continue to update its estimate of the final cost of the settlement as the
claims are processed and more specific information is developed, particularly as
the actual cost of the claims subject to alternative dispute resolution becomes
available. However, based on information available at this time, and the
uncertainties associated with the final claim processing and alternative dispute
resolution, the range of any additional costs related to the settlement cannot
be estimated with precision.

NOTE 12--SHAREHOLDER'S EQUITY

 (a) Common Stock

  As result of the demutualization, as described in Note 1, the Company was
converted to a stock life insurance company and has one class of capital stock,
common stock ($10,000 par value, 1,000 shares authorized). All of the
outstanding common stock of the Company is owned by JHFS.

                                       88



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)

 (b) Other Comprehensive Income

  The components of accumulated other comprehensive income are as follows:

                                          FOREIGN                 ACCUMULATED
                             NET         CURRENCY     MINIMUM        OTHER
                          UNREALIZED    TRANSLATION   PENSION    COMPREHENSIVE
                        GAINS (LOSSES)  ADJUSTMENT   LIABILITY      INCOME
                        --------------  -----------  ---------  ---------------
                                            (IN MILLIONS)
Balance at January 1,
 1998 ................     $ 520.3       $ (44.1)    $ (29.5)     $  446.7
Gross unrealized gains
 (losses) (net of
 deferred income tax
 benefit of $56.7
 million) ............      (121.3)           --          --         (121.3)
Less reclassification
 adjustment for
 (gains) losses,
 realized in net
 income (net of tax
 expense of $61.4
 million) ............      (113.9)           --          --         (113.9)
Participating group
 annuity contracts
 (net of deferred
 income tax expense of
 $31.1 million) ......        57.7            --          --           57.7
Adjustment to deferred
 policy acquisition
 costs and present
 value of future
 profits (net of
 deferred income tax
 expense of $15.5
 million) ............        28.9            --          --           28.9
                           -------         -----       -----        -------
Net unrealized gains
 (losses) ............      (148.6)           --          --        (148.6)
Foreign currency
 translation
 adjustment ..........          --          (6.0)         --          (6.0)
Minimum pension
 liability (net of
 deferred income tax
 benefit of $6.2
 million) ............          --            --        (8.8)         (8.8)
                           -------       -------     -------      --------
Balance at December
 31, 1998 ............     $ 371.7       $ (50.1)    $ (38.3)     $  283.3
                           =======       =======     =======      ========

                                       89



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)




                                                 FOREIGN                 ACCUMULATED
                                     NET         CURRENCY     MINIMUM        OTHER
                                  UNREALIZED    TRANSLATION   PENSION    COMPREHENSIVE
                                GAINS (LOSSES)  ADJUSTMENT   LIABILITY      INCOME
                                --------------  -----------  ---------  ---------------
                                                      (IN MILLIONS)
                                                              
Balance at
December 31, 1998 ............     $ 371.7        $(50.1)     $(38.3)      $ 283.3
Gross unrealized gains
 (losses) (net of
 deferred income tax
 benefit of $275.6
 million) ....................      (503.9)           --          --        (503.9)
Less reclassification
 adjustment for
 (gains) losses,
 realized in net
 income (net of tax
 expense of $5.4
 million) ....................       (10.0)           --          --         (10.0)
Participating group
 annuity contracts
 (net of deferred
 income tax expense of
 $40.1 million) ..............        74.6            --          --          74.6
Adjustment to deferred
 policy acquisition
 costs and present
 value of future
 profits (net of
 deferred income tax
 expense of $71.3
 million) ....................       132.3            --          --         132.3
                                   -------        ------      ------       -------
Net unrealized gains
 (losses) ....................      (307.0)           --          --        (307.0)
Foreign currency
 translation
 adjustment ..................          --          16.9          --          16.9
Minimum pension
 liability (net of
 deferred income tax
 benefit of $12.3
 million) ....................          --            --       (22.9)        (22.9)
                                   -------        ------      ------       -------
Balance at December
 31, 1999 ....................     $  64.7        $(33.2)     $(61.2)      $ (29.7)
                                   -------        ------      ------       -------
Gross unrealized gains
 (losses) (net of
 deferred income tax
 expense of $37.1
 million) ....................        46.2                                    46.2
Less reclassification
 adjustment for
 (gains) losses,
 realized in net
 income (net of tax
 benefit of $62.0
 million) ....................       115.2                                   115.2
Participating group
 annuity contracts
 (net of deferred
 income tax benefit
 of $3.6 million) ............        (6.8)                                   (6.8)
Adjustment to deferred
 policy acquisition
 costs and present
 value of future
 profits
 (net of deferred
 income tax benefit
 of $17.5 million) ...........       (32.6)                                  (32.6)
                                   -------                                 -------
Net unrealized gains
 (losses) ....................       122.0                                   122.0
Foreign currency
 translation
 adjustment ..................                     (19.1)                    (19.1)
Minimum pension
 liability (net of
 deferred income tax
 expense of $4.4
 million) ....................                                   8.2           8.2
Minority interest ............        (3.9)         (0.6)                     (4.5)
                                   -------        ------      ------       -------
Balance at December
 31, 2000 ....................     $ 182.8        $(52.9)     $(53.0)      $  76.9
                                   =======        ======      ======       =======


                                       90



                      JOHN HANCOCK LIFE INSURANCE COMPANY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)

  Net unrealized investment gains (losses), included in the consolidated balance
sheets as a component of shareholder's equity, are summarized as follows:




                                                         YEAR ENDED
                                                 ---------------------------
                                                  2000      1999       1998
                                                 --------  --------  -------
                                                        (IN MILLIONS)
BALANCE, END OF YEAR COMPRISES:
                                                             
  Unrealized investment gains (losses) on:
   Fixed maturities ..........................   $ 207.5   $(191.7)   $ 730.6
   Equity investments ........................     265.3     144.0      239.0
   Derivatives and other .....................    (149.1)    110.8     (111.5)
                                                 -------   -------    -------
Total ........................................     323.7      63.1      858.1
AMOUNTS OF UNREALIZED INVESTMENT (GAINS) LOSSES
 ATTRIBUTABLE TO:
  Participating group annuity contracts ......     (34.4)    (24.0)    (138.7)
  Deferred policy acquisition cost and present
  value of future profits ....................      10.0      60.1     (143.5)
  Deferred federal income taxes ..............    (112.6)    (34.5)    (204.2)
  Minority interest ..........................      (3.9)       --         --
                                                 -------   -------    -------
Total ........................................    (140.9)      1.6     (486.4)
                                                 -------   -------   --------
Net unrealized investment gains ..............   $ 182.8   $  64.7    $ 371.7
                                                 =======   =======   ========



 Statutory Results

  The Company and its domestic insurance subsidiaries prepare their
statutory-basis financial statements in accordance with accounting practices
prescribed or permitted by the state of domicile. Prescribed statutory
accounting practices include state laws, regulations and administrative rules,
as well as guidance published by the NAIC. Permitted accounting practices
encompass all accounting practices that are not prescribed by the sources noted
above. Since 1988, the Commonwealth of Massachusetts Division of Insurance has
provided the Company with approval to recognize the pension plan prepaid expense
in accordance with the requirements of SFAS No. 87, "Employers' Accounting for
Pensions." The Company furnishes the Commonwealth of Massachusetts Division of
Insurance with an actuarial certification of the prepaid expense computation on
an annual basis.

  In addition, during 2000 and 1999, the Company received permission from the
Commonwealth of Massachusetts Division of Insurance to record its Asset
Valuation Reserve in excess of the prescribed maximum reserve level by $36.7
million and $48.0 million at December 31, 2000 and 1999, respectively. There are
no other material permitted practices.

   Statutory net income and surplus include the accounts of the Company and its
variable life insurance subsidiary, John Hancock Variable Life Insurance
Company, including its wholly-owned subsidiary, Investors Partner Life Insurance
Company, and Investors Guaranty Life Insurance Company.




                                                   2000      1999       1998
                                                 --------  --------  ----------
                                                        (IN MILLIONS)
                                                             
Statutory net income .........................   $  617.6  $  573.2   $  627.3
Statutory surplus ............................    3,700.5   3,456.7    3,388.7


                                       91



                      JOHN HANCOCK LIFE INSURANCE COMPANY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY  (CONTINUED)

  Massachusetts has enacted laws governing the payment of dividends by insurers.
Under Massachusetts insurance law, no insurer may pay any shareholder dividends
from any source other than statutory unassigned funds without the prior approval
of the Massachusetts Division of Insurance. Massachusetts law also limits the
dividends an insurer may pay in any twelve month period, without the prior
permission of the Massachusetts Division of Insurance, to the greater of (i) 10%
of its statutory policyholders' surplus as of the preceding December 31 or (ii)
the individual company's statutory net gain from operations for the preceding
calendar year, if such insurer is a life company.

NOTE 13--SEGMENT INFORMATION

  The Company's reportable segments are strategic business units offering
different products and services. The reportable segments are managed separately,
as they focus on different products, markets or distribution channels.

  RETAIL-PROTECTION SEGMENT. Offers a variety of individual life insurance and
individual and group long-term care insurance products, including participating
whole life, term life, universal life, variable life, and retail and group
long-term care insurance. Products are distributed through multiple distribution
channels, including insurance agents and brokers and alternative distribution
channels that include banks, financial planners, direct marketing and the
Internet.

  RETAIL-ASSET GATHERING SEGMENT. Offers individual annuities and mutual fund
products and services. Individual annuities consist of fixed deferred annuities,
fixed immediate annuities, single premium immediate annuities, and variable
annuities. Mutual fund products and services primarily consist of open-end
mutual funds, closed-end funds, and 401(k) services. This segment distributes
its products through distribution channels including insurance agents and
brokers affiliated with the Company, securities brokerage firms, financial
planners, and banks.

  INSTITUTIONAL-GUARANTEED AND STRUCTURED FINANCIAL PRODUCTS (G&SFP) SEGMENT.
Offers a variety of retirement products to qualified defined benefit plans,
defined contribution plans and non-qualified buyers. The Company's products
include guaranteed investment contracts, funding agreements, single premium
annuities, and general account participating annuities and fund type products.
These contracts provide non-guaranteed, partially guaranteed, and fully
guaranteed investment options through general and separate account products. The
segment distributes its products through a combination of dedicated regional
representatives, pension consultants and investment professionals.

  INSTITUTIONAL-INVESTMENT MANAGEMENT SEGMENT. Offers a wide range of investment
management products and services to institutional investors covering a variety
of private and publicly traded asset classes including fixed income, equity,
mortgage loans, and real estate. This segment distributes its products through a
combination of dedicated sales and marketing professionals, independent
marketing specialists, and investment professionals.

   CORPORATE AND OTHER SEGMENT. Primarily consists of the Company's
international insurance operations, certain corporate operations, and businesses
that are either disposed or in run-off. Corporate operations primarily include
certain financing activities, income on capital not specifically allocated to
the reporting segments and certain non-recurring expenses not allocated to the
segments. The disposed businesses primarily consist of group health insurance
and related group life insurance, property and casualty insurance and selected
broker/dealer operations.

                                       92



                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

  The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Allocations of net investment income
are based on the amount of assets allocated to each segment. Other costs and
operating expenses are allocated to each segment based on a review of the nature
of such costs, cost allocations utilizing time studies, and other relevant
allocation methodologies.

  Management of the Company evaluates performance based on segment after-tax
operating income, which excludes the effect of net realized investment gains or
losses and unusual or non-recurring events and transactions. Segment after-tax
operating income is determined by adjusting GAAP net income for net realized
investment gains and losses, including gains and losses on disposals of
businesses and certain other items which management believes are not indicative
of overall operating trends. While these items may be significant components in
understanding and assessing the Company's financial performance, management
believes that the presentation of after-tax operating income enhances its
understanding of the Company's results of operations by highlighting net income
attributable to the normal, recurring operations of the business.

  Amounts reported as segment adjustments in the tables below primarily relate
to: (i) certain realized investment gains (losses), net of related amortization
adjustment for deferred policy acquisition costs and amounts credited to
participating pension contractholder accounts (the adjustment for realized
investment gains (losses) excludes gains and losses from mortgage
securitizations and investments backing short-term funding agreements because
management views the related gains and losses as an integral part of the core
business of those operations); (ii) benefits to policyholders and expenses
incurred relating to the settlement of a class action lawsuit against the
Company involving certain individual life insurance policies sold from 1979
through 1996; (iii) restructuring costs related to our distribution systems,
retail operations and mutual fund operations; (iv) the surplus tax on mutual
life insurance companies which as a stock company is no longer applicable to the
Company; (v) a fourth quarter 1999 charge for uncollectible reinsurance related
to certain assumed reinsurance business; (vi) a fourth quarter 1999 charge for a
group pension dividend resulting from demutualization related asset transfers
and the formation of a corporate account; (vii) a charge for certain one time
costs associated with the demutualization process; and (viii) cumulative effect
of accounting change.

                                       93


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

  The following table summarizes selected financial information by segment for
the year ended or as of December 31 and reconciles segment revenues and segment
after-tax operating income to amounts reported in the consolidated statements of
income (in millions):



                                                                 RETAIL                   INSTITUTIONAL  CORPORATE
                                                     RETAIL      ASSET     INSTITUTIONAL   INVESTMENT       AND
2000                                               PROTECTION  GATHERING       G&SFP       MANAGEMENT      OTHER      CONSOLIDATED
- ----                                               ----------  ----------  -------------  -------------  ----------  --------------
                                                                                                   
REVENUES:
 Segment revenues ...............................  $ 1,529.7   $ 1,195.9    $ 2,409.4       $  212.0     $ 1,707.6     $ 7,054.6
 Realized investment gains (losses), net ........      (18.2)       15.4        (64.7)           7.1         152.8          92.4
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Revenues .......................................  $ 1,511.5   $ 1,211.3    $ 2,344.7       $  219.1     $ 1,860.4     $ 7,147.0
                                                   =========   =========    =========       ========     =========     =========
 Net investment income ..........................  $   604.7   $   445.8    $ 1,741.9       $   22.7     $   435.9     $ 3,251.0
NET INCOME:
 Segment after-tax operating income .............      252.2       128.8        211.6           46.8         104.0         743.4
 Realized investment gains (losses), net ........      (11.5)       18.6        (40.5)           4.4          93.5          64.5
 Restructuring charges ..........................       (6.7)       (1.4)        (2.6)            --          (1.3)        (12.0)
 Surplus tax ....................................       20.8         0.6          6.5             --          18.1          46.0
 Demutualization expenses .......................        1.6         0.4          0.4             --           0.1           2.5
 Other demutualization related costs ............       (6.8)       (1.3)        (1.7)            --          (0.2)        (10.0)
 Group pension dividend transfer ................         --          --          5.7             --            --           5.7
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net income .....................................  $   249.6   $   145.7    $   179.4       $   51.2     $   214.2     $   840.1
                                                   =========   =========    =========       ========     =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues .........................         --          --           --       $   39.1     $   (39.1)           --
 Equity in net income of investees accounted
  for by the equity method ......................  $     7.5   $     3.5    $    11.2           16.8         104.8     $   143.8
 Amortization of deferred policy acquisition
  costs .........................................       55.6        78.8          2.6             --          46.8         183.8
 Interest expense ...............................        1.1         3.5           --           12.1          46.7          63.4
 Income tax expense .............................       88.6        57.9         78.3           35.2          84.4         344.4
 Segment assets .................................   27,049.9    14,067.2     31,161.1        3,124.5      12,378.1      87,780.8
NET REALIZED INVESTMENT GAINS DATA:
 Net realized investment (losses) gains .........      (34.3)       18.8        (57.8)          10.3         152.9          89.9
 Add capitalization/less amortization of deferred
  policy acquisition costs related to net
  realized investment gains (losses) ............        4.4        (3.5)          --             --            --           0.9
  Less amounts credited to participating pension
   contractholder accounts ......................         --          --         (6.9)            --            --          (6.9)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net realized investment (losses) gains, net of
  related amortization of deferred policy
  acquisition costs and amounts credited to
  participating pension contractholders--per
  consolidated financial statements .............      (29.9)       15.3        (64.7)          10.3         152.9          83.9
 Less realized investment (losses) gains
  attributable to mortgage securitizations ......         --          --           --            3.2            --           3.2
 Net realized investment gains in the closed
  block .........................................       11.7          --           --             --            --          11.7
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment (losses) gains, net-pre-tax
  adjustment made to calculate segment operating
  income ........................................      (18.2)       15.3        (64.7)           7.1         152.9          92.4
 Less income tax effect .........................        6.7         3.3         24.2           (2.7)        (59.4)        (27.9)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment (losses) gains,
  net-after-tax adjustment made to calculate
  segment operating income ......................  $   (11.5)  $    18.6    $   (40.5)      $    4.4     $    93.5     $    64.5
                                                   =========   =========    =========       ========     =========     =========


                                       94


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)




                                                                 RETAIL                   INSTITUTIONAL
                                                     RETAIL      ASSET     INSTITUTIONAL   INVESTMENT    CORPORATE
1999                                               PROTECTION  GATHERING       G&SFP       MANAGEMENT    AND OTHER    CONSOLIDATED
- ----                                               ----------  ----------  -------------  -------------  ----------  --------------
                                                                                                   
REVENUES:
 Segment revenues ...............................  $ 2,756.9   $ 1,057.3    $ 2,021.8       $  189.9     $ 1,310.5     $ 7,336.4
 Realized investment gains (losses), net ........      173.6       (11.0)        93.3            3.1         (56.1)        202.9
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Revenues .......................................  $ 2,930.5   $ 1,046.3    $ 2,115.1       $  193.0     $ 1,254.4     $ 7,539.3
                                                   =========   =========    =========       ========     =========     =========
 Net investment income ..........................  $ 1,101.9   $   388.6    $ 1,681.3       $   45.9     $   350.8     $ 3,568.5
NET INCOME:
 Segment after-tax operating income .............      188.7       115.1        201.7           37.3          67.8         610.6
 Realized investment gains (losses), net ........      108.6        (6.9)        58.4            2.0         (42.1)        120.0
 Class action lawsuit ...........................         --          --           --             --         (91.1)        (91.1)
 Restructuring charges ..........................       (8.6)       (7.3)        (0.6)            --          (0.5)        (17.0)
 Surplus tax ....................................      (12.5)       (1.0)        (6.5)            --          (2.2)        (22.2)
 Workers' compensation reinsurance reserves .....         --          --           --             --        (133.7)       (133.7)
 Group pension dividend transfer ................         --          --       (205.8)            --            --        (205.8)
 Demutualization expenses .......................      (61.3)      (13.0)       (16.1)            --          (3.2)        (93.6)
 Other demutualization related costs ............       (4.6)       (0.9)        (1.1)            --          (0.2)         (6.8)
 Cumulative effect of accounting change .........         --        (9.6)          --           (0.1)           --          (9.7)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net income .....................................  $   210.3   $    76.4    $    30.0       $   39.2     $  (205.2)    $   150.7
                                                   =========   =========    =========       ========     =========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues .........................         --          --           --       $   43.6     $   (43.6)           --
 Equity in net income of investees accounted for
  by the equity method ..........................  $    46.2   $    (0.3)   $    14.3            3.5           1.4     $    65.1
 Amortization of deferred policy acquisition
  costs .........................................       69.2        53.5          3.1             --          38.4         164.2
 Interest expense ...............................        0.7         6.2           --            5.3          57.9          70.1
 Income tax expense (credit) ....................      138.9        51.9         (7.5)          26.5        (111.9)         97.9
 Segment assets .................................   25,372.1    14,297.2     30,370.5        3,531.4      11,017.2      84,588.4
NET REALIZED INVESTMENT GAINS DATA:
 Net realized investment gains (losses) .........      228.4       (16.1)        97.4            6.6         (55.3)        261.0
 Less amortization of deferred policy acquisition
  costs related to net realized investment
  (losses) gains ................................      (54.8)        5.1           --             --          (0.8)        (50.5)
 Less amounts credited to participating pension
  contractholder accounts .......................         --          --        (35.3)            --            --         (35.3)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net realized investment gains (losses), net of
  related amortization of deferred policy
  acquisition costs and amounts credited to
  participating pension contractholders--per
  consolidated financial statements .............      173.6       (11.0)        62.1            6.6         (56.1)        175.2
 Less realized investment (losses) gains
  attributable to mortgage securitizations and
  investments backing short-term funding
  agreements ....................................         --          --        (31.2)           3.5            --         (27.7)
 Less gain on sale of business ..................         --          --           --             --         (33.0)        (33.0)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment gains (losses), net-pre-tax
  adjustment made to calculate segment operating
  income ........................................      173.6       (11.0)        93.3            3.1         (89.1)        169.9
 Less income tax effect .........................      (65.0)        4.1        (34.9)          (1.1)         47.0         (49.9)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment gains (losses),
  net-after-tax adjustment made to calculate
  segment operating income ......................  $   108.6   $    (6.9)   $    58.4       $    2.0     $   (42.1)    $   120.0
                                                   =========   =========    =========       ========     =========     =========



                                       95


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)



                                                                  RETAIL                   INSTITUTIONAL
                                                      RETAIL      ASSET     INSTITUTIONAL   INVESTMENT    CORPORATE
1998                                                PROTECTION  GATHERING       G&SFP       MANAGEMENT    AND OTHER   CONSOLIDATED
- ----                                                ----------  ----------  -------------  -------------  ---------  --------------
                                                                                                   
REVENUES:
 Segment revenues ................................ $ 2,667.6   $ 1,015.3    $ 1,731.2       $  143.9      $1,103.9     $ 6,661.9
 Realized investment gains, net ..................      75.3        18.3         30.7            0.2          23.7         148.2
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Revenues ........................................ $ 2,742.9   $ 1,033.6    $ 1,761.9       $  144.1      $1,127.6     $ 6,810.1
                                                   =========   =========    =========       ========      ========     =========
 Net investment income ........................... $ 1,061.2   $   378.0    $ 1,576.3       $   24.1      $  288.4     $ 3,328.0
NET INCOME:
 Segment after-tax operating income .............. $   166.1   $   111.1    $   145.7       $   15.4      $   56.3     $   494.6
 Realized investment gains, net ..................      49.0        12.0         17.2            0.1          15.4          93.7
 Class action lawsuit ............................        --          --           --             --        (150.0)       (150.0)
 Surplus tax .....................................      11.7         0.3          2.0             --           1.5          15.5
 Demutualization expenses ........................      (7.9)       (1.8)        (1.5)            --          (0.5)        (11.7)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net income ...................................... $   218.9   $   121.6    $   163.4       $   15.5      $  (77.3)    $   442.1
                                                   =========   =========    =========       ========      ========     =========
SUPPLEMENTAL INFORMATION:
 Inter-segment revenues ..........................        --          --           --       $   34.3      $  (34.3)           --
 Equity in net income of investees accounted for
  by the equity method ........................... $    54.9          --    $    12.7            0.9           1.5     $    70.0
 Amortization of deferred policy acquisition
  costs ..........................................     153.9   $    46.8          3.7         --              45.3         249.7
 Interest expense ................................       0.3         8.5       --                7.0          60.9          76.7
 Income tax expense (credit) .....................      82.1        61.5         67.9           10.7         (48.1)        174.1
 Segment assets ..................................  25,684.2    12,715.7     29,315.2        3,439.6       5,792.5      76,947.2
NET REALIZED INVESTMENT GAINS DATA:
 Net realized investment gains (losses) ..........     112.9        21.9         72.1           (4.2)         23.7         226.4
 Less amortization of deferred policy acquisition
  costs related to net realized investment
  (losses) gains .................................     (37.6)       (3.6)          --             --            --         (41.2)
 Less amounts credited to participating pension
  contractholder accounts ........................        --          --        (79.1)            --            --         (79.1)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Net realized investment gains (losses), net of
  related amortization of deferred policy
  acquisition costs and amounts credited to
  participating pension contractholders--per
  consolidated financial statements ..............      75.3        18.3         (7.0)          (4.2)         23.7         106.1
 Less realized investment (losses) gains
  attributable to mortgage securitizations and
  investments backing short-term funding
  agreements .....................................        --          --        (37.7)          (4.4)           --        (42.1)
 Realized investment gains, net-pre-tax adjustment
  made to calculate segment operating income .....      75.3        18.3         30.7            0.2          23.7         148.2
 Less income tax effect ..........................     (26.3)       (6.3)       (13.5)          (0.1)         (8.3)        (54.5)
                                                   ---------   ---------    ---------       --------     ---------     ---------
 Realized investment gains, net-after-tax
  adjustment made to calculate segment operating
  income ......................................... $    49.0   $    12.0    $    17.2       $    0.1      $   15.4     $    93.7
                                                   =========   =========    =========       ========      ========     =========



                                       96


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

  The Company operates primarily in the United States, Canada and the Pacific
Rim (China, Indonesia, Malaysia, the Philippines, Singapore, and Thailand). The
following table summarizes selected financial information by geographic location
for the year ended or at December 31:




                                                               INCOME BEFORE
                                                          INCOME TAXES, MINORITY
                                                          INTEREST AND CUMULATIVE
                                  LONG-LIVED                     EFFECT OF
LOCATION                REVENUES    ASSETS     ASSETS        ACCOUNTING CHANGE
- --------                --------  ----------  ---------  -------------------------
                                             (IN MILLIONS)
                                             
2000
United States ......    $5,823.7    $424.8    $77,978.9          $1,130.7
Canada .............     1,078.6      30.4      9,357.8              58.5
Foreign--other .....       244.7       3.4        444.1               5.9
                        --------    ------    ---------          --------
 Total .............    $7,147.0    $458.6    $87,780.8          $1,195.1
                        ========    ======    =========          ========

1999
United States ......    $6,560.7    $440.0    $75,777.6          $  211.7
Canada .............       741.9      28.8      8,461.7              41.8
Foreign--other .....       236.7       2.2        349.1               6.4
                        --------    ------    ---------          --------
 Total .............    $7,539.3    $471.0    $84,588.4          $  259.9
                        ========    ======    =========          ========

1998
United States ......    $6,069.5    $442.5    $71,725.1          $  585.1
Canada .............       512.0      24.9      4,941.6              30.2
Foreign--other .....       228.6       2.1        280.5               2.0
                        --------    ------    ---------          --------
 Total .............    $6,810.1    $469.5    $76,947.2          $  617.3
                        ========    ======    =========          ========

  The Company has no reportable major customers and revenues are attributed to
countries based on the location of customers.

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS

  The following discussion outlines the methodologies and assumptions used to
determine the fair value of the Company's financial instruments. The aggregate
fair value amounts presented herein do not represent the underlying value of the
Company and, accordingly, care should be exercised in drawing conclusions about
the Company's business or financial condition based on the fair value
information presented herein.

  The following methods and assumptions were used by the Company to determine
the fair values of financial instruments:

  Fair values for publicly traded fixed maturities (including redeemable
  preferred stocks) are obtained from an independent pricing service. Fair
  values for private placement securities and fixed maturities not provided by
  the independent pricing service are estimated by the Company by discounting
  expected future cash flows using a current market rate applicable to the
  yield, credit quality and maturity of the investments. The fair value for
  equity securities is based on quoted market prices.


                                       97


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

  The fair value for mortgage loans on real estate is estimated using discounted
  cash flow analyses using interest rates adjusted to reflect the credit
  characteristics of the loans. Mortgage loans with similar characteristics and
  credit risks are aggregated into qualitative categories for purposes of the
  fair value calculations. Fair values for impaired mortgage loans are measured
  based either on the present value of expected future cash flows discounted at
  the loan's effective interest rate or the fair value of the underlying
  collateral for loans that are collateral dependent.

  The carrying amount in the balance sheet for policy loans, short-term
  investments and cash and cash equivalents approximates their respective fair
  values.

  The fair value of the Company's long-term debt is estimated using discounted
  cash flows based on the Company's incremental borrowing rates for similar
  types of borrowing arrangements. Carrying amounts for commercial paper and
  short-term borrowings approximate fair value.

  Fair values for the Company's guaranteed investment contracts and funding
  agreements are estimated using discounted cash flow calculations based on
  interest rates currently being offered for similar contracts with maturities
  consistent with those remaining for the contracts being valued. The fair value
  for fixed-rate deferred annuities is the cash surrender value, which
  represents the account value less applicable surrender charges. Fair values
  for immediate annuities without life contingencies and supplementary contracts
  without life contingencies are estimated based on discounted cash flow
  calculations using current market rates.

  The Company's derivatives include futures contracts, interest rate swap, cap
  and floor agreements, swaptions, currency rate swap agreements and equity
  collar agreements. Fair values for these contracts are based on current
  settlement values. These values are based on quoted market prices for the
  financial futures contracts and brokerage quotes that utilize pricing models
  or formulas using current assumptions for all swaps and other agreements.

  The fair value for commitments approximates the amount of the initial
  commitment.


                                       98


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

  The following table presents the carrying amounts and fair values of the
Company's financial instruments:

                                               DECEMBER 31,
                               ---------------------------------------------
                                       2000                    1999
                               ---------------------   ---------------------
                               CARRYING      FAIR      CARRYING       FAIR
                                 VALUE       VALUE       VALUE        VALUE
                               ----------  ----------  ----------  ------------
                                               (IN MILLIONS)
ASSETS:
  Fixed maturities:
   Held-to-maturity .......... $11,888.6   $11,651.2   $13,790.2    $13,438.7
   Available-for-sale ........  16,023.5    16,023.5    16,959.2     16,959.2
  Equity securities:
   Available-for-sale ........   1,094.9     1,094.9     1,230.2      1,230.2
   Trading securities ........     231.6       231.6        84.1         84.1
  Mortgage loans on real
  estate .....................   8,968.9     9,350.6    10,733.0     10,681.8
  Policy loans ...............     428.6       428.6     1,938.8      1,938.8
  Short-term investments .....     151.9       151.9       166.9        166.9
  Cash and cash equivalents...   2,841.2     2,841.2     1,797.7      1,797.7
LIABILITIES:
  Debt .......................     779.3       771.5       990.7        962.8
  Guaranteed investment
  contracts and funding
  agreements .................  14,333.9    13,953.8    13,109.3     12,709.1
  Fixed rate deferred and
  immediate annuities ........   5,195.2     5,101.3     4,801.1      4,656.9
  Supplementary contracts
  Without life contingencies..      60.0        63.1        56.6         55.7

Derivatives assets/
 (liabilities) relating to:
  Futures contracts, net .....     (16.2)      (16.2)       31.3         31.3
  Interest rate swap
  agreements .................    (178.2)     (176.1)       82.9        (18.3)
  Interest rate swap CMT .....        --        (5.2)         --           --
  Interest rate cap
  agreements .................       2.2         2.2         5.8          5.8
  Interest rate floor
  agreements .................      59.0        59.0         0.1          0.1
  Interest rate swaption
  agreements .................      (1.3)       (1.3)       (3.6)        (3.6)
  Currency rate swap
  agreements .................      11.4      (461.6)        9.1        (48.3)
  Equity collar agreements ...      11.7        11.7        53.0         53.0

Commitments ..................        --    (1,843.9)         --     (1,273.5)


                                       99


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--STOCK COMPENSATION PLANS

  On January 5, 2000, the Company, as sole shareholder of JHFS, approved and
adopted the 1999 Long-Term Stock Incentive Plan (the Incentive Plan), which
originally had been approved by the Board of Directors of the Company on August
31, 1999. Under the Incentive Plan, which became effective on February 1, 2000,
the effective date of the Plan of Reorganization of the Company, options of JHFS
common stock granted may be either non-qualified options or incentive stock
options qualifying under Section 422 of the Internal Revenue Code. The Incentive
Plan objectives include attracting and retaining the best personnel, providing
for additional performance incentives, and promoting the success of the Company
by providing employees the opportunity to acquire JHFS's common stock.

  The maximum number of shares of JHFS common stock available under the
Incentive Plan is 5% of the total number of shares of common stock that were
outstanding following the IPO. In addition, no more than 4% of these shares
shall be available for awards of incentive stock options under the Incentive
Plan, and no more than 1% of these shares shall be available for stock awards,
which includes non-vested stock. The aggregate number of shares that may be
covered by awards for any one participant over the period that the Incentive
Plan is in effect shall not exceed 1% of these shares. Subject to these overall
limits, there is no annual limit on the number of stock options or stock awards
that may be granted in any one year.

  The Incentive Plan has options exercisable at March 13, 2001 and 2002, June
12, 2001 and 2002, and August 14, 2001 and 2002. JHFS has granted 4.6 million
options to employees of the Company as of December 31, 2000. Options outstanding
under the Incentive Plan were granted at a price equal to the market value of
the stock on the date of grant, vest over a two-year period, and expire five
years after the grant date.

  The status of JHFS stock options granted to employees of the Company under the
Long-Term Stock Incentive Plan is summarized below as of December 31:

                                           NUMBER OF SHARES   WEIGHTED-AVERAGE
                                            (IN THOUSANDS)     EXERCISE PRICE
                                           ----------------  ------------------

Outstanding at February 1, 2000 ........            --             $   --
 Granted ...............................       4,618.4              14.06
 Exercised .............................           0.2              13.94
 Canceled ..............................         311.6              13.94
                                               -------             ------
Outstanding at December 31, 2000 .......       4,306.6              14.07

Options exercisable at:
 March 13, 2001 ........................       2,125.3              13.94
 June 12, 2001 .........................           6.3              23.37
 August 14, 2001 .......................          21.7              23.75
 March 13, 2002 ........................       2,125.3              13.94
 June 12, 2002 .........................           6.3              23.37
 August 14, 2002 .......................          21.7              23.75

  The Company accounts for stock-based compensation using the intrinsic value
method prescribed by APB Opinion No. 25, under which no compensation cost for
stock options is recognized for stock option awards granted at or above fair
market value. Had compensation expense for the Company's stock-based
compensation plan been determined based upon fair values at the grant dates for
awards under the plan in accordance with SFAS No. 123, the Company's net
earnings would have been reduced to the pro forma amounts indicated below.
Additional stock option awards are anticipated in future years.


                                      100


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--STOCK COMPENSATION PLANS  (CONTINUED)

  The Black-Scholes option valuation model was developed for use in estimating
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require input of highly
subjective assumptions including the expected stock price volatility. Because
the JHFS stock options granted to employees of the Company have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of the stock options.

  The estimated weighted-average grant date fair value per share of stock
options granted during 2000 using the Black-Scholes option valuation model was
$3.66. The fair value of options granted in 2000 is estimated on the date of
grant using the following assumptions: dividend yield of 1.8%, expected
volatility of 24%, risk-free interest rate range of 4.8% to 5.6% depending on
grant date, and an expected life ranging from 2 to 5 years.

  For the purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:

                                      FOR THE PERIOD
                                         FEBRUARY             YEAR ENDED
                                          THROUGH          DECEMBER 31, 2000
                                     DECEMBER 31, 2000   PRO FORMA (UNAUDITED)
                                     -----------------  -----------------------
                                                  (IN MILLIONS)
Net income:
 As reported .....................        $796.1                $840.1
 Pro forma (unaudited) ...........         792.4                 835.8

  At December 31, 2000, JHFS had 4.3 million stock options outstanding to
employees of the Company with a weighted-average remaining contractual life of
4.2 years and a weighted-average exercise price of $14.07. As of December 31,
2000, there were 21,707 options exercisable, which represent grants to employees
of the Company who subsequently retired. Employees of the Company who retire
with outstanding options immediately vest and have a maximum of one year to
exercise.

  On March 13, 2000, JHFS granted 291,028 shares of non-vested stock to key
personnel of the Company at a weighted-average grant price per share of $14.34.
These grants of non-vested stock are forfeitable and vest at three or five years
of service with the Company. The total grant-date exercise price of the
non-vested stock granted from February 1, 2000 through December 31, 2000 is $4.2
million. During the third and fourth quarters of 2000, 50,837 shares of
non-vested stock were forfeited with a total grant date exercise price of $0.7
million.


                                      101


                      JOHN HANCOCK LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 16--SUBSEQUENT EVENTS

  On February 8, 2001, the Company signed letters of intent to reinsure 50% of
the business in the Closed Block, effective January 1, 2001. The effect of the
reinsurance will be to lower the Company's statutory risk based capital
requirements and to raise its statutory risk based capital ratio. This will
provide greater statutory capital flexibility for the Company. There will be no
effect on policyholder dividends, nor will the immediate effect on earnings be
material, as the reinsurance treaties will not meet the requirements of SFAS No.
113, "Accounting and Reporting for Reinsurance of Short-Duration and Long
Duration Contracts." Final treaties with two reinsurers are expected to be
signed by the end of the first quarter of 2001. The reinsurance agreements
result in making several hundred million dollars in statutory capital available
for further business development or other purposes.

  In March 2001, the Company announced the sale of the retirement plan
record-keeping business operated out of the mutual fund subsidiary of the
Company, John Hancock Funds. It is estimated that an after-tax charge of
approximately $9 million will be recorded in the first quarter of 2001 and that
the Company will initially sever 31 employees with additional severances
planned. The Company will continue to manage the assets of the business, the
purchaser will assume the record-keeping and support responsibilities.


                                      102


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    SCHEDULE I -- SUMMARY OF INVESTMENTS --
                   OTHER THAN INVESTMENTS IN RELATED PARTIES
                             EXCLUDING CLOSED BLOCK
                            AS OF DECEMBER 31, 2000
                                 (IN MILLIONS)

                                                                 AMOUNT AT WHICH
                                                                   SHOWN IN THE
                                                                   CONSOLIDATED
          TYPE OF INVESTMENT                COST (2)   VALUE      BALANCE SHEET
          ------------------                --------   -----     ---------------

Fixed maturity securities,
 available-for-sale:
Bonds:
United States government and government
 agencies and authorities ...............      243.2     247.9          247.9
States, municipalities and political
 subdivisions ...........................      126.6     126.7          126.7
Foreign governments .....................    1,386.4   1,453.8        1,453.8
Public utilities ........................    1,051.4   1,085.0        1,085.0
Convertibles and bonds with warrants
 attached ...............................      250.9     258.4          258.4
All other corporate bonds ...............   12,123.4  12,263.9       12,264.0
Certificates of deposits ................        0.0       0.0            0.0
Redeemable preferred stock ..............      608.4     587.8          587.8
                                            --------  --------       --------
Total fixed maturity securities,
 available-for-sale .....................   15,790.3  16,023.5       16,023.6
                                            --------  --------       --------

Equity securities, available-for-sale:
Common stocks:
Public utilities ........................        4.7       5.5            5.5
Banks, trust and insurance companies ....        1.9       2.8            2.8
Industrial, miscellaneous and all
 other ..................................      703.1     968.9          968.9
Non-redeemable preferred stock ..........      120.9     117.7          117.7
                                            --------  --------       --------
Total equity securities,
 available-for-sale .....................      830.6   1,094.9        1,094.9
                                            --------  --------       --------

Fixed maturity securities,
 held-to-maturity:
Bonds:
United States government and government
 agencies and authorities ...............       32.5      33.2           32.5
States, municipalities and political
 subdivisions ...........................      717.4     701.3          717.4
Foreign governments .....................        5.6      10.2            5.6
Public utilities ........................      973.2     901.3          973.2
Convertibles and bonds with warrants
 attached ...............................      174.2     149.0          174.2
All other corporate bonds ...............    9,985.7   9,856.2        9,985.7
Certificates of deposits ................        0.0       0.0            0.0
Redeemable preferred stock ..............        0.0       0.0            0.0
                                            --------  --------       --------
Total fixed maturity securities,
 held-to-maturity .......................   11,888.6  11,651.2       11,888.6
                                            --------  --------       --------


                                      103


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                    SCHEDULE I -- SUMMARY OF INVESTMENTS --
             OTHER THAN INVESTMENTS IN RELATED PARTIES--(CONTINUED)
                             EXCLUDING CLOSED BLOCK
                            AS OF DECEMBER 31, 2000
                                 (IN MILLIONS)

                                                               AMOUNT AT WHICH
                                                                 SHOWN IN THE
                                                                 CONSOLIDATED
          TYPE OF INVESTMENT              COST (2)     VALUE    BALANCE SHEET
          ------------------              --------     -----   ---------------

Equity securities, trading:
Common stocks:
Public utilities ......................        7.1       8.6            8.6
Banks, trust and insurance companies ..       14.9      24.6           24.6
Industrial, miscellaneous and all
 other ................................      171.4     198.4          198.4
Non-redeemable preferred stock ........        0.0       0.0            0.0
Total equity securities, trading ......      193.4     231.6          231.6
                                          --------  --------       --------

Mortgage loans on real estate,
 net (1) ..............................     9,038.9      XXXX        8,968.9
Real estate, net:
Investment properties (1) .............      386.8      XXXX          373.6
Acquired in satisfaction of debt (1) ..      175.7      XXXX          145.4
Policy loans ..........................      428.6      XXXX          428.6
Other long-term investments (2) .......    1,353.0      XXXX        1,353.0
Short-term investments ................      151.9      XXXX          151.9
                                          --------  --------       --------
 Total investments ....................   40,237.8  29,001.3       40,660.0
                                          ========  ========       ========

(1)  Difference from Column B is primarily due to valuation allowances due to
     impairments on mortgage loans on real estate and due to accumulated
     depreciation and valuation allowances due to impairments on real estate.
     See note 3 to the consolidated financial statements.
(2)  Difference from Column B is primarily due to operating gains (losses) of
     investments in limited partnerships.


                                      104


                      JOHN HANCOCK LIFE INSURANCE COMPANY

              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION

  AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED
                                 (IN MILLIONS)




                                             FUTURE POLICY                     OTHER
                                DEFERRED       BENEFITS,                      POLICY
                                 POLICY      LOSSES, CLAIMS                 CLAIMS AND
                               ACQUISITION      AND LOSS       UNEARNED      BENEFITS     PREMIUM
       SEGMENT                    COSTS         EXPENSES      PREMIUMS(1)   PAYABLE (1)   REVENUE
       -------                ------------  ---------------  ------------   -----------   -------
                                                                          
2000:
Protection .............        $1,466.8       $ 4,814.4        $262.6        $ 33.5        $430.6
Asset Gathering ........           558.2         5,619.9            --          (4.5)         63.4
Guaranteed &
 Structured ............
Financial Products .....             8.5        21,944.2          60.4           0.7         620.3
Investment Management...              --              --            --            --            --
Corporate & Other ......           355.0         6,471.6         348.3         224.0       1,076.1
                                --------       ---------        ------        ------      --------
 Total .................        $2,388.5       $38,850.1        $671.3        $253.7      $2,190.4

1999:
Protection .............        $2,291.6       $15,035.0        $217.4        $112.1      $1,291.0
Asset Gathering ........           521.5         5,166.8            --           0.2          17.2
Guaranteed &
 Structured ............
Financial Products .....             8.4        20,310.4          56.1           0.5         298.2
Investment Management...              --              --            --            --            --
Corporate & Other ......           321.2         6,629.1         216.7         246.1         804.9
                                --------       ---------        ------        ------      --------
 Total .................        $3,142.7       $47,141.3        $490.2        $358.9      $2,411.3

1998:
Protection .............        $2,017.6       $14,093.6        $219.5        $ 85.5      $1,262.5
Asset Gathering ........           425.2         4,850.0            --           0.2          19.8
Guaranteed &
 Structured ............
Financial Products .....             8.7        19,366.4          48.4           0.3         121.4
Investment Management...              --              --            --            --            --
Corporate & Other ......           251.0         3,865.0         105.9         800.3         705.3
                                --------       ---------        ------        ------      --------
 Total .................        $2,702.5       $42,175.0        $373.8        $886.3      $2,109.0



                                      105


                      JOHN HANCOCK LIFE INSURANCE COMPANY

       SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION --(CONTINUED)

  AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED
                                 (IN MILLIONS)



                                                            AMORTIZATION OF
                                           BENEFITS,        DEFERRED POLICY
                                        CLAIMS, LOSSES,    ACQUISITION COSTS,
                               NET            AND          EXCLUDING AMOUNTS       OTHER
                           INVESTMENT      SETTLEMENT     RELATED TO REALIZED    OPERATING
       SEGMENT               INCOME         EXPENSES        INVESTMENT GAINS      EXPENSES
       -------             ----------   ---------------   -------------------    ---------
                                                                    
2000:
Protection .............    $  604.8        $  633.5             $ 55.5           $  395.8
Asset Gathering ........       445.8           371.3               78.8              557.4
Guaranteed &
 Structured ............
Financial Products .....     1,741.9         1,963.5                2.6               77.5
Investment Management...        22.7              --                 --              132.7
Corporate & Other ......       435.8         1,124.2               46.9              344.3
                            --------        --------             ------           --------
 Total .................    $3,251.0        $4,092.5             $183.8           $1,507.7

1999:
Protection .............    $1,101.9        $1,595.0             $ 69.2           $  401.2
Asset Gathering ........       388.6           299.3               53.5              542.1
Guaranteed &
 Structured
Financial Products .....     1,681.3         1,959.9                3.1               88.1
Investment Management...        45.9              --                 --              127.2
Corporate & Other ......       350.8         1,278.8               38.4              225.8
                            --------        --------             ------           --------
 Total .................    $3,568.5        $5,133.0             $164.2           $1,384.4

1998:
Protection .............    $1,061.2        $1,424.4             $165.4           $  418.3
Asset Gathering ........       378.0           296.3               46.8              504.9
Guaranteed &
 Structured
Financial Products .....     1,576.3         1,411.5                3.7               92.6
Investment Management...        24.1              --                 --              117.8
Corporate & Other ......       288.4           950.4               45.3              224.2
                            --------        --------             ------           --------
 Total .................    $3,328.0        $4,082.6             $261.2           $1,357.8


(1)  Unearned premiums and other policy claims and benefits payable are included
     in Column C amounts.

(2)  Allocations of net investment income and certain operating expenses are
     based on a number of assumptions and estimates, and reporting operating
     results would change by segment if different methods were applied.


                                      106


                      JOHN HANCOCK LIFE INSURANCE COMPANY

                           SCHEDULE IV -- REINSURANCE

  AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED:
                                 (IN MILLIONS)



                                                                             PERCENTAGE
                                        CEDED TO     ASSUMED                  OF AMOUNT
                              GROSS       OTHER    FROM OTHER                  ASSUMED
                              AMOUNT    COMPANIES   COMPANIES   NET AMOUNT     TO NET
                              ------    ---------  ----------   ----------   ----------
                                                             
2000
Life insurance in
 force .................    $346,720.6  $91,827.1   $27,489.1   $282,382.6       9.7%
                            ----------  ---------   ---------   ----------     =====
Premiums:
Life insurance .........    $  1,818.8  $   370.6   $    23.9   $  1,472.1       1.6%
Accident and health
 insurance .............       1,338.6    1,061.5       441.2        718.3      61.4%
P&C ....................            --         --          --           --       0.0%
                            ----------  ---------   ---------   ----------     -----
  Total ................    $  3,157.4  $ 1,432.1   $   465.1   $  2,190.4      21.2%
                            ==========  =========   =========   ==========     =====

1999
Life insurance in
 force .................    $380,019.3  $83,232.3   $29,214.6   $326,001.6       9.0%
                            ----------  ---------   ---------   ----------     =====
Premiums:
Life insurance .........    $  2,292.8  $   468.5   $   139.4   $  1,963.7       7.1%
Accident and health
 insurance .............       1,142.4      868.2       173.1        447.3      38.7%
P&C ....................            --         --          --          0.3     100.0%
                            ----------  ---------   ---------   ----------     -----
  Total ................    $  3,435.2  $ 1,336.7   $   312.8   $ 2,411.13      13.0%
                            ==========  =========   =========   ==========     =====

1998
Life insurance in
 force .................    $324,597.7  $88,662.6   $29,210.1   $265,145.2      11.0%
                            ----------  ---------   ---------   ----------     =====
Premiums:
Life insurance .........    $  1,871.9  $   327.6   $   221.0   $  1,765.3      12.5%
Accident and health
 insurance .............         956.5      743.7       130.9        343.7      38.1%
P&C ....................           7.1        9.0         1.9                    0.0%
                            ----------  ---------   ---------   ----------     -----
  Total ................    $  2,835.5  $ 1,080.3   $   353.8   $  2,109.0      16.8%
                            ==========  =========   =========   ==========     =====


Note: The life insurance caption represents principally premiums from
traditional life insurance and life-contingent immediate annuities and excludes
deposits on investment products and universal life insurance products.


                                      107


                         UNAUDITED FINANCIAL STATEMENTS

                                      FOR

                     JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

                               THIRD QUARTER 2001

                    [TO BE ADDED BY PRE-EFFECTIVE AMENDMENT]



                                      108


                         REPORT OF INDEPENDENT AUDITORS

To the Policyholders of,
John Hancock Variable Life Insurance Account UV
of John Hancock Mutual Life Insurance Company

  We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Life Insurance Account UV (the Account) (comprising,
respectively, the Large Cap Growth, Active Bond (formerly, Sovereign Bond),
International Equity Index, Small Cap Growth, Global Balanced, Mid Cap Growth,
Large Cap Value, Money Market, Mid Cap Value, Small/Mid Cap Growth, Real Estate
Equity, Growth & Income, Managed, Short-Term Bond, Small Cap Equity (formerly,
Small Cap Value), International Opportunities, Equity Index, Global Bond
(formerly, Strategic Bond), Turner Core Growth, Brandes International Equity,
Frontier Capital Appreciation, Emerging Markets Equity, Bond Index, Small/Mid
Cap CORE, High Yield Bond, Clifton Enhanced US Equity, Large Cap Aggressive
Growth, Fundamental Growth (formerly, Fundamental Mid Cap Growth), Aim V.I.
Value, Fidelity VIP Growth, Fidelity VIP II Contrafund, Janus Aspen Global
Technology, Janus Aspen Worldwide Growth, and MFS New Discovery Series
Subaccounts) as of December 31, 2000, and the related statements of operations
and changes in net assets for each of the periods indicated therein.  These
financial statements are the responsibility of the Account's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

  We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting John Hancock Variable Life Insurance Account UV at
December 31, 2000, the results of their operations and changes in their net
assets for each of the periods indicated, in conformity with accounting
principles generally accepted in the United States.

                                                           /s/ ERNST & YOUNG LLP

Boston, Massachusetts
February 13, 2001

                                      109


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 2000

                                                    INTERNATIONAL
                           LARGE CAP     ACTIVE        EQUITY       SMALL CAP
                            GROWTH        BOND          INDEX         GROWTH
                          SUBACCOUNT   SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                          ----------   ----------   -------------   ----------
ASSETS
Cash  ...................          --           --           --             --
Investments in shares of
 portfolios of John
 Hancock Variable
 Series Trust I, at
 value .................. $40,309,354  $87,068,487   $6,443,455     $6,381,819
Investments in shares of
 portfolios of Outside
 Trust, at value ........          --           --           --             --
Policy loans and accrued
 interest receivable ....   2,988,024   10,894,073      440,884          8,939
Receivable from:
 John Hancock Variable
  Series Trust I ........      78,996       43,980        3,951             --
 Portfolio of Outside
  Trusts ................          --           --           --             --
                          -----------  -----------   ----------     ----------
Total assets ............  43,376,374   98,006,540    6,888,290      6,390,758
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company.      76,877       40,173        3,625          8,618
 Portfolio of Outside
  Trusts ................          --           --           --             --
Asset charges payable ...       2,119        3,807          326            321
                          -----------  -----------   ----------     ----------
Total liabilities .......      78,996       43,980        3,951          8,939
                          -----------  -----------   ----------     ----------
Net assets .............. $43,297,378  $97,962,560   $6,884,339     $6,381,819
                          ===========  ===========   ==========     ==========

                             GLOBAL      MID CAP     LARGE CAP       MONEY
                            BALANCED     GROWTH        VALUE        MARKET
                           SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                           ----------  ----------   ----------    ----------
ASSETS
Cash .....................        --            --           --   $    (1,285)
Investments in shares of
 portfolios of John
 Hancock Variable
 Series Trust I, at value.  $173,721   $14,676,946  $14,990,188    23,979,125
Investments in shares of
 portfolios of Outside
 Trusts, at value ........        --            --           --            --
Policy loans and accrued
 interest receivable .....        --            --           --     2,237,889
Receivable from:
 John Hancock Variable
  Series Trust I .........       171        29,614       13,493       413,212
 Portfolio of Outside
  Trust ..................        --            --           --            --
                            --------   -----------  -----------   -----------
Total assets .............   173,892    14,706,560   15,003,681    26,628,941
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company..       162        28,877       12,748       411,972
 Portfolio of Outside
  Trusts .................        --            --           --            --
Asset charges payable ....         9           737          745         1,241
                            --------   -----------  -----------   -----------
Total liabilities ........       171        29,614       13,493       413,213
                            --------   -----------  -----------   -----------
Net assets ...............  $173,721   $14,676,946  $14,990,188   $26,215,728
                            ========   ===========  ===========   ===========

See accompanying notes.

                                      110



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000

                          MID CAP    SMALL/MID CAP  REAL ESTATE     GROWTH &
                           VALUE        GROWTH        EQUITY         INCOME
                         SUBACCOUNT   SUBACCOUNT    SUBACCOUNT     SUBACCOUNT
                         ----------  -------------  -----------    ----------
ASSETS
Cash ...................         --           --    $        3              --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value ................. $8,399,009   $5,855,422     5,654,199    $233,488,134
Investments in shares
 of portfolios of
 Outside Trust, at
 value .................         --           --            --              --
Policy loans and
  accrued interest
 receivable ............         --           --       348,571      33,998,401
Receivable from:
 John Hancock Variable
  Series Trust I .......                   8,739        26,900          49,159
 Portfolio of Outside
  Trusts ...............     52,486           --            --              --
                         ----------   ----------    ----------    ------------
Total assets ...........  8,451,495    5,864,161     6,029,673     267,535,694
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ..............     52,072        8,446        26,610          39,397
 Portfolio of Outside
  Trusts ...............         --           --            --              --
Asset charges payable...        414          293           290           9,763
                         ----------   ----------    ----------    ------------
Total liabilities ......     52,486        8,739        26,900          49,160
                         ----------   ----------    ----------    ------------
Net assets ............. $8,399,009   $5,855,422    $6,002,773    $267,486,534
                         ==========   ==========    ==========    ============

                                        SHORT-TERM  SMALL CAP    INTERNATIONAL
                           MANAGED         BOND       EQUITY     OPPORTUNITIES
                          SUBACCOUNT    SUBACCOUNT  SUBACCOUNT    SUBACCOUNT
                          ----------    ----------  ----------   -------------
ASSETS
Cash ................... $       (685)         --           --             --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value .................   98,868,851    $356,968   $4,141,822    $10,859,971
Investments in shares
 of portfolios
 of Outside Trust, at
 value .................           --          --           --             --
Policy loans and
  accrued interest
 receivable ............   13,608,061          --           --             --
Receivable from:
 John Hancock Variable
  Series Trust I .......       17,989         192        1,324         13,244
 Outside Trust .........           --          --           --             --
                         ------------    --------   ----------    -----------
Total assets ...........  112,494,216     357,160    4,143,146     10,873,215
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ..............       12,682         174        1,117         12,716
 Outside Trust .........           --          --           --             --
Asset charges payable ..        5,307          18          207            528
                         ------------    --------   ----------    -----------
Total liabilities ......       17,989         192        1,324         13,244
                         ------------    --------   ----------    -----------
Net assets ............. $112,476,227    $356,968   $4,141,822    $10,859,971
                         ============    ========   ==========    ===========

See accompanying notes.

                                      111



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000

                                                                    BRANDES
                            EQUITY       GLOBAL    TURNER CORE   INTERNATIONAL
                             INDEX        BOND       GROWTH         EQUITY
                          SUBACCOUNT   SUBACCOUNT  SUBACCOUNT     SUBACCOUNT
                          ----------   ----------  -----------   -------------
ASSETS
Cash ....................          --          --         --              --
Investments in shares of
 portfolios of John
 Hancock Variable
 Series Trust I, at
 value .................. $50,096,716  $1,139,861         --              --
Investments in shares of
 portfolios of Outside
 Trust, at value ........          --          --   $370,494      $1,169,206
Policy loans and
  accrued interest
 receivable .............          --          --         --              --
Receivable from:
 John Hancock Variable
  Series Trust I ........      10,356         243         --              --
 Portfolio of Outside
  Trusts ................          --          --         18              57
                          -----------  ----------   --------      ----------
Total assets ............  50,107,072   1,140,104    370,512       1,169,263
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance Company.       7,866         187         --              --
 Portfolio of Outside
  Trusts ................          --          --         --              --
Asset charges payable ...       2,490          56         18              57
                          -----------  ----------   --------      ----------
Total liabilities .......      10,356         243         18              57
                          -----------  ----------   --------      ----------
Net assets .............. $50,096,716  $1,139,861   $370,494      $1,169,206
                          ===========  ==========   ========      ==========


                           FRONTIER
                           CAPITAL        EMERGING                  SMALL/MID
                         APPRECIATION  MARKETS EQUITY  BOND INDEX    CAP CORE
                          SUBACCOUNT     SUBACCOUNT    SUBACCOUNT   SUBACCOUNT
                         ------------  --------------  ----------   ----------
ASSETS
Cash ...................         --             --            --           --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value .................         --       $741,352      $265,912     $559,551
Investments in shares
 of portfolios of
 Outside Trust, at
 value .................   $516,716             --            --           --
Policy loans and
 accrued interest
 receivable ............         --             --            --           --
Receivable from:
 John Hancock Variable
  Series Trust I .......         --          7,964            13           28
 Portfolio of Outside
  Trusts ...............         26             --            --           --
                           --------       --------      --------     --------
Total assets ...........    516,742        749,316       265,925      559,579
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company ..............         --          7,928            --           --
 Portfolio of Outside
  Trusts ...............         --             --            --           --
Asset charges payable ..         26             36            13           28
                           --------       --------      --------     --------
Total liabilities ......         26          7,964            13           28
                           --------       --------      --------     --------
Net assets .............   $516,716       $741,352      $265,912     $559,551
                           ========       ========      ========     ========

See accompanying notes.

                                      112



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000

                           HIGH                       LARGE CAP
                          YIELD     CLIFTON ENHANCED  AGGRESSIVE   FUNDAMENTAL
                           BOND        US EQUITY        GROWTH       GROWTH
                        SUBACCOUNT     SUBACCOUNT     SUBACCOUNT   SUBACCOUNT
                        ----------  ----------------  ----------   -----------
ASSETS
Cash ..................         --           --             --            --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value ................ $1,379,867      $23,295         $1,934       $13,253
Investments in shares
 of portfolios of
 Outside Trust, at
 value ................         --           --             --            --
Policy loans and
 accrued interest
 receivable ...........         --           --             --            --
Receivable from:                                            --            --
 John Hancock Variable
  Series Trust I ......         68            1             --             1
 Portfolio of Outside
  Trusts ..............         --           --             --            --
                        ----------      -------         ------       -------
Total assets ..........  1,379,935       23,296          1,934        13,254
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company .............         --           --             --             1
 Portfolio of Outside
  Trusts ..............         --           --             --            --
Asset charges payable..         68            1             --            --
                        ----------      -------         ------       -------
Total liabilities .....         68            1             --             1
                        ----------      -------         ------       -------
Net assets ............ $1,379,867      $23,295         $1,934       $13,253
                        ==========      =======         ======       =======



                                                                        JANUS ASPEN
                                        FIDELITY VIP  FIDELITY VIP II     GLOBAL
                        AIM V.I. VALUE     GROWTH       CONTRAFUND      TECHNOLOGY
                          SUBACCOUNT     SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
                        --------------  ------------  ---------------   -----------
                                                           
ASSETS
Cash ..................         --             --             --              --
Investments in shares
 of portfolios of John
 Hancock Variable
 Series Trust I, at
 value ................         --             --             --              --
Investments in shares
 of portfolios of
 Outside Trust, at
 value ................     $5,292         $4,228         $6,507          $3,755
Policy loans and
 accrued interest
 receivable ...........         --             --             --              --
Receivable from:                                              --              --
 John Hancock Variable
  Series Trust I ......         --             --             --              --
 Portfolio of Outside
  Trusts ..............         --             --             --              --
                            ------         ------         ------          ------
Total assets ..........      5,292          4,228          6,507           3,755
LIABILITIES
Payable to:
 John Hancock Variable
  Life Insurance
  Company .............         --             --             --              --
 Portfolio of Outside
  Trusts ..............         --             --             --              --
Asset charges payable..         --             --             --              --
                            ------         ------         ------          ------
Total liabilities .....         --             --             --              --
                            ------         ------         ------          ------
Net assets ............     $5,292         $4,228         $6,507          $3,755
                            ======         ======         ======          ======



See accompanying notes.

                                      113



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

                               DECEMBER 31, 2000

                                                      JANUS ASPEN    MFS NEW
                                                       WORLDWIDE    DISCOVERY
                                                        GROWTH        SERIES
                                                      SUBACCOUNT    SUBACCOUNT
                                                      -----------   ----------
ASSETS
Cash ................................................       --            --
Investments in shares of portfolios of John Hancock
 Variable Series Trust I, at value ..................       --            --
Investments in shares of portfolios of Outside
 Trust, at value ....................................   $4,664       $18,807
Policy loans and accrued interest receivable ........       --            --
Receivable from:
 John Hancock Variable Series Trust I ...............       --            --
 Portfolio of Outside Trusts ........................       --             1
                                                        ------       -------
Total assets ........................................    4,664        18,808
LIABILITIES
Payable to:
 John Hancock Variable Life Insurance Company .......       --            --
 Portfolio of Outside Trusts ........................       --            --
Asset charges payable ...............................       --             1
                                                        ------       -------
Total liabilities ...................................       --             1
                                                        ------       -------
Net assets ..........................................   $4,664       $18,807
                                                        ======       =======

See accompanying notes.

                                      114



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                            STATEMENTS OF OPERATIONS

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                            LARGE CAP GROWTH SUBACCOUNT                ACTIVE BOND SUBACCOUNT
                                        -------------------------------------  -----------------------------------------
                                            2000          1999        1998        2000          1999           1998
                                        ------------   ----------  ----------  -----------   -----------   -------------
                                                                                         
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I . $  6,351,461   $6,381,711  $2,836,032  $ 5,048,654   $ 5,184,234    $5,266,576
 Outside Trusts .......................           --           --          --           --            --            --
 Interest income on policy loans ......      223,081      161,454     128,186      769,530       750,673       727,807
                                        ------------   ----------  ----------  -----------   -----------    ----------
Total investment income ...............    6,574,542    6,543,165   2,964,218    5,818,184     5,934,907     5,994,383
Expenses:
 Mortality and expense risks ..........      286,716      213,770     143,859      485,231       452,925       415,570
                                        ------------   ----------  ----------  -----------   -----------    ----------
Net investment income .................    6,287,826    6,329,395   2,820,359    5,332,953     5,481,982     5,578,813
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses) ..........    1,809,410    1,146,308     433,509   (1,058,175)     (388,883)     (142,628)
 Net unrealized appreciation
  (depreciation) during the period ....  (17,039,660)     320,087   4,558,660    3,862,398    (5,439,148)     (102,600)
                                        ------------   ----------  ----------  -----------   -----------    ----------
Net realized and unrealized gain
 (loss) on investments ................  (15,230,250)   1,466,395   4,992,169    2,804,223    (5,828,031)     (245,228)
                                        ------------   ----------  ----------  -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations ............ $ (8,942,424)  $7,795,790  $7,812,528  $ 8,137,176   $  (346,049)   $5,333,585
                                        ============   ==========  ==========  ===========   ===========    ==========




                                         INTERNATIONAL EQUITY INDEX SUBACCOUNT        SMALL CAP GROWTH SUBACCOUNT
                                         --------------------------------------   -------------------------------------
                                            2000            1999         1998        2000          1999         1998
                                         -----------     ----------    --------   -----------   ----------   ----------
                                                                                          
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I .  $   334,135     $  212,869    $743,339   $   621,346   $   43,433   $      --
 Outside Trusts .......................           --             --          --            --           --          --
 Interest income on policy loans ......       29,828         20,538      17,802            --           --          --
                                         -----------     ----------    --------   -----------   ----------   ---------
Total investment income ...............      363,963        233,407     761,141       621,346      543,433          --
Expenses:
 Mortality and expense risks ..........       41,808         32,838      26,542        39,379       15,809       8,233
                                         -----------     ----------    --------   -----------   ----------   ---------
Net investment income (loss) ..........      322,155        200,569     734,599       581,967      527,624      (8,233)
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains ...................       76,586         62,140      52,891       159,388       48,210      21,741
 Net unrealized appreciation
  (depreciation) during the period ....   (1,706,468)     1,295,768      13,239    (2,654,137)   1,125,829     204,674
                                         -----------     ----------    --------   -----------   ----------   ---------
Net realized and unrealized gain
 (loss) on investments ................   (1,629,882)     1,357,908      66,130    (2,494,749)   1,174,039     226,415
                                         -----------     ----------    --------   -----------   ----------   ---------
Net increase (decrease) in net assets
 resulting from operations ............  $(1,307,727)    $1,558,477    $800,729   $(1,912,782)  $1,701,663   $ 218,182
                                         ===========     ==========    ========   ===========   ==========   =========


See accompanying notes.

                                      115



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                              GLOBAL BALANCED SUBACCOUNT        MID CAP GROWTH SUBACCOUNT
                              ----------------------------  ------------------------------------
                                2000       1999     1998        2000          1999        1998
                              ---------  --------  -------  -------------  ----------  ---------
                                                                     
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............ $  8,232   $17,211   $12,240  $  2,284,720   $1,373,009   $130,303
 Outside Trusts .............       --        --        --            --           --         --
 Interest income on
  policy loans ..............       --        --        --            --           --         --
                              --------   -------   -------  ------------   ----------   --------
Total investment
 income .....................    8,232    17,211    12,240     2,284,720    1,373,009    130,303
Expenses:
 Mortality and expense
  risks .....................    1,034     1,267       826       101,903       34,834      5,242
                              --------   -------   -------  ------------   ----------   --------
Net investment income .......    7,198    15,944    11,414     2,182,817    1,338,175    125,061
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses) ..................   (3,641)    1,061     1,050     1,892,763      420,826     26,192
 Net unrealized
  appreciation
  (depreciation)
  during the period .........  (21,945)   (8,559)   12,294   (11,690,290)   4,283,452    193,946
                              --------   -------   -------  ------------   ----------   --------
Net realized and
 unrealized gain
 (loss) on investments ......  (25,586)   (7,498)   13,344    (9,797,527)   4,704,278    220,138
                              --------   -------   -------  ------------   ----------   --------
Net increase
 (decrease) in net
 assets
 resulting from
 operations ................. $(18,388)  $ 8,446   $24,758  $ (7,614,710)  $6,042,453   $345,199
                              ========   =======   =======  ============   ==========   ========




                                 LARGE CAP VALUE SUBACCOUNT            MONEY MARKET SUBACCOUNT
                              ---------------------------------  -----------------------------------
                                 2000         1999       1998       2000        1999         1998
                              -----------  ----------  --------  ----------  ----------  -----------
                                                                       
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............ $  759,319   $ 511,132   $185,232  $1,260,525  $1,134,371   $2,249,510
 Outside Trusts .............         --          --         --          --          --           --
 Interest income on
  policy loans ..............         --          --         --     162,299     155,491      154,162
                              ----------   ---------   --------  ----------  ----------   ----------
Total investment
 income .....................    759,319     511,132    185,232   1,422,824   1,289,862    2,403,672
Expenses:
 Mortality and expense
  risks .....................     65,992      36,983     15,356     132,261     146,758      263,735
                              ----------   ---------   --------  ----------  ----------   ----------
Net investment income .......    693,327     474,149    169,876   1,290,563   1,143,104    2,139,937
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses) ..................    (47,306)    123,242     68,953          --          --           --
 Net unrealized
  appreciation
  (depreciation)
  during the period .........    854,807    (499,454)    64,132          --          --           --
                              ----------   ---------   --------  ----------  ----------   ----------
Net realized and
 unrealized gain
 (loss) on investments ......    807,501    (376,212)   133,085          --          --           --
                              ----------   ---------   --------  ----------  ----------   ----------
Net increase in net
 assets
 resulting from
 operations ................. $1,500,828   $  97,937   $302,961  $1,290,563  $1,143,104   $2,139,937
                              ==========   =========   ========  ==========  ==========   ==========


See accompanying notes.

                                      116



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                   MID CAP VALUE SUBACCOUNT        SMALL/MID CAP GROWTH SUBACCOUNT
                              ----------------------------------   --------------------------------
                                 2000        1999        1998        2000        1999         1998
                              -----------  ----------  ---------   ----------  ----------  --------
                                                                         
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............ $  861,684   $  30,563   $  53,920   $ 603,438   $ 840,786    $ 93,281
 Outside Trusts .............         --          --          --          --          --          --
 Interest income on
  policy loans ..............         --          --          --          --          --          --
                              ----------   ---------   ---------   ---------   ---------    --------
Total investment
 income .....................    861,684      30,563      53,920     603,438     840,786      93,281
Expenses:
 Mortality and expense
  risks .....................     36,705      28,106      34,857      32,879      30,491      26,942
                              ----------   ---------   ---------   ---------   ---------    --------
Net investment income .......    824,979       2,457      19,063     570,559     810,295      66,339
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses) ..................    (47,013)   (547,518)     74,634    (136,669)     16,952      33,249
 Net unrealized
  appreciation
  (depreciation)
  during the period .........    853,987     657,486    (944,401)     (2,663)   (590,295)    126,465
                              ----------   ---------   ---------   ---------   ---------    --------
Net realized and
 unrealized gain
 (loss) on investments ......    806,974     109,968    (869,767)   (139,332)   (573,343)    159,714
                              ----------   ---------   ---------   ---------   ---------    --------
Net increase
 (decrease) in net
 assets
 resulting from
 operations ................. $1,631,953   $ 112,425   $(850,704)  $ 431,227   $ 236,952    $226,053
                              ==========   =========   =========   =========   =========    ========




                                                 REAL ESTATE EQUITY SUBACCOUNT             GROWTH & INCOME SUBACCOUNT
                                              ------------------------------------   ---------------------------------------
                                                 2000        1999         1998           2000          1999            1998
                                              -----------  ----------  ------------  -------------  -----------  -------------
                                                                                               
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I ....... $  471,363   $ 262,930   $   343,976   $ 43,732,520   $35,057,066   $26,306,209
 Outside Trusts .............................         --          --            --             --            --            --
 Interest income on policy loans ............     21,486      17,361        17,260      2,428,588     2,279,107     1,996,131
                                              ----------   ---------   -----------   ------------   -----------   -----------
Total investment income .....................    492,849     280,291       361,236     46,161,108    37,336,173    28,302,340
Expenses:
 Mortality and expense risks ................     27,585      24,900        33,890      1,733,223     1,779,482     1,466,469
                                              ----------   ---------   -----------   ------------   -----------   -----------
Net investment income .......................    465,264     255,391       327,346     44,427,885    35,556,691    26,835,871
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses) ................   (159,205)   (168,994)      158,205     18,300,286     5,502,422     3,223,935
 Net unrealized appreciation
  (depreciation) during the period ..........    919,904    (220,380)   (1,546,717)   (96,829,044)    2,405,417    32,918,552
                                              ----------   ---------   -----------   ------------   -----------   -----------
Net realized and unrealized gain
 (loss) on investments ......................    760,699    (389,374)   (1,388,512)   (78,528,758)    7,907,839    36,142,487
                                              ----------   ---------   -----------   ------------   -----------   -----------
Net increase (decrease) in net assets
 resulting from operations .................. $1,225,963   $(133,983)  $(1,061,166)  $(34,100,873)  $43,464,530   $62,978,358
                                              ==========   =========   ===========   ============   ===========   ===========


See accompanying notes.

                                      117



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                        MANAGED SUBACCOUNT               SHORT-TERM BOND SUBACCOUNT
                              ----------------------------------------  ----------------------------
                                  2000          1999          1998       2000       1999       1998
                              -------------  ------------  -----------  --------  ---------  ----------
                                                                           
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............ $ 11,757,304   $ 9,998,433   $ 9,347,788  $17,131   $ 15,539    $27,350
 Outside Trusts .............           --            --            --       --         --         --
 Interest income on
  policy loans ..............           --       953,686       854,487       --         --         --
                              ------------   -----------   -----------  -------   --------    -------
Total investment income .....   11,757,304    10,952,119    10,202,275   17,131     15,539     27,350
Expenses:
 Mortality and expense
  risks .....................      664,664       649,802       577,276    1,637      1,497      2,680
                              ------------   -----------   -----------  -------   --------    -------
Net investment income .......   11,092,640    10,302,317     9,624,999   15,494     14,042     24,670
Net realized and
 unrealized gain
 (loss) on investments:
 Net realized gains
  (losses) ..................    1,551,519       996,546       791,245   (2,287)    (8,638)       265
 Net unrealized appreciation
  (depreciation) during
  the period ................  (12,278,637)   (2,108,530)    6,629,458    6,756     (2,442)    (4,247)
                              ------------   -----------   -----------  -------   --------    -------
Net realized and
 unrealized gain
 (loss) on investments ......  (10,727,118)   (1,111,984)    7,420,703    4,469    (11,080)    (3,982)
                              ------------   -----------   -----------  -------   --------    -------
Net increase in net
 assets resulting from
 operations ................. $    365,522   $ 9,190,333   $17,045,702  $19,963   $  2,962    $20,688
                              ============   ===========   ===========  =======   ========    =======




                                 SMALL CAP EQUITY SUBACCOUNT       INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                              ---------------------------------   ---------------------------------------
                                2000        1999        1998          2000           1999            1998
                              ----------  ----------  ----------  --------------  ----------  ---------------
                                                                            
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............ $ 321,253   $  79,585   $  12,675    $   617,754     $241,151      $ 33,443
 Outside Trusts .............        --          --          --             --           --            --
 Interest income on
  policy loans ..............        --          --          --             --           --            --
                              ---------   ---------   ---------    -----------     --------      --------
Total investment income .....   321,253      79,585      12,675        617,754      241,151        33,443
Expenses:
 Mortality and expense
  risks .....................    23,745      17,680      11,853         53,038       17,937        21,581
                              ---------   ---------   ---------    -----------     --------      --------
Net investment income .......   297,508      61,905         822        564,716      223,214        11,862
Net realized and
 unrealized gain (loss) on
 investments:
 Net realized gains
  (losses) ..................  (110,857)    (33,134)     29,257        348,813      155,412        33,474
 Net unrealized appreciation
  (depreciation)
  during the period .........  (668,463)   (148,401)   (105,331)    (2,497,504)     387,412       272,314
                              ---------   ---------   ---------    -----------     --------      --------
Net realized and
 unrealized gain
 (loss) on investments ......  (779,320)   (181,535)    (76,074)    (2,148,691)     542,824       305,788
                              ---------   ---------   ---------    -----------     --------      --------
Net increase
 (decrease) in net
 assets resulting from
 operations ................. $(481,812)  $(119,630)  $ (75,252)   $(1,583,975)    $766,038      $317,650
                              =========   =========   =========    ===========     ========      ========


See accompanying notes.

                                      118



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                    EQUITY INDEX SUBACCOUNT            GLOBAL BOND SUBACCOUNT
                              ------------------------------------  -------------------------------
                                 2000          1999        1998       2000       1999       1998
                              ------------  ----------  ----------  ---------  ---------  ---------
                                                                        
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............ $ 2,327,055   $  593,325  $  185,267  $ 63,032   $ 37,862    $19,628
 Outside Trusts .............          --           --          --        --         --         --
 Interest income on
  policy loans ..............          --           --          --        --         --         --
                              -----------   ----------  ----------  --------   --------    -------
Total investment
 income .....................   2,327,055      593,325     185,267    63,032     37,862     19,628
Expenses:
 Mortality and expense
  risks .....................     185,175       63,950      27,141     5,624      4,084      1,979
                              -----------   ----------  ----------  --------   --------    -------
Net investment income .......   2,141,880      529,375     158,126    57,408     33,778     17,649
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses) ..................     485,643      271,978     443,879   (14,302)      (151)     3,991
 Net unrealized
  appreciation
  (depreciation)
  during the period .........  (8,035,375)   1,282,937     585,673    63,359    (52,953)     4,308
                              -----------   ----------  ----------  --------   --------    -------
Net realized and
 unrealized gain
 (loss) on investments ......  (7,549,732)   1,554,915   1,029,552    49,057    (53,104)     8,299
                              -----------   ----------  ----------  --------   --------    -------
Net increase
 (decrease) in net
 assets
 resulting from
 operations ................. $(5,407,852)  $2,084,290  $1,187,678  $106,465   $(19,326)   $25,948
                              ===========   ==========  ==========  ========   ========    =======




                              TURNER CORE GROWTH SUBACCOUNT    BRANDES INTERNATIONAL EQUITY SUBACCOUNT
                              ------------------------------   -------------------------------------------
                                 2000        1999      1998       2000          1999             1998
                              -----------  --------  --------  ------------  -----------  ----------------
                                                                        
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............        --         --        --          --            --             --
 Outside Trusts ............. $  52,832    $19,328   $ 2,231    $ 92,935      $ 16,354        $14,444
 Interest income on
  policy loans ..............        --         --        --          --            --             --
                              ---------    -------   -------    --------      --------        -------
Total investment
 income .....................    52,832     19,328     2,231      92,935        16,354         14,444
Expenses:
 Mortality and expense
  risks .....................     2,215      1,139       565       4,973         2,166          1,158
                              ---------    -------   -------    --------      --------        -------
Net investment income .......    50,617     18,189     1,666      87,962        14,188         13,286
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains .........    20,969     26,736     2,780      13,902        11,526            600
 Net unrealized
  appreciation
  (depreciation)
  during the period .........  (120,040)    23,628    22,686     (35,201)      122,734          8,581
                              ---------    -------   -------    --------      --------        -------
Net realized and
 unrealized gain
 (loss) on investments ......   (99,071)    50,364    25,466     (21,299)      134,260          9,181
                              ---------    -------   -------    --------      --------        -------
Net increase
 (decrease) in net
 assets
 resulting from
 operations ................. $ (48,454)   $68,553   $27,132    $ 66,663      $148,448        $22,467
                              =========    =======   =======    ========      ========        =======


See accompanying notes.

                                      119



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                               FRONTIER CAPITAL APPRECIATION SUBACCOUNT    EMERGINNG MARKETS EQUITY SUBACCOUNT
                                              -----------------------------------------    ------------------------------------
                                                  2000            1999          1998           2000          1999         1998*
                                              --------------  -------------  ------------  -------------  -----------  --------
                                                                                                     
Investment income:
Distributions received from:
 John Hancock Variable Series Trust I .......          --             --            --      $  63,791      $ 15,636       $  1
 Outside Trusts .............................   $ 133,836       $ 13,028       $12,832             --            --         --
 Interest income on policy loans ............          --             --            --             --            --         --
                                                ---------       --------       -------      ---------      --------       ----
Total investment income .....................     133,836         13,028        12,832         63,791        15,636          1
Expenses:
 Mortality and expense risks ................       3,700          4,257        13,446          5,200           466         --
                                                ---------       --------       -------      ---------      --------       ----
Net investment income (loss) ................     130,136          8,771          (614)        58,591        15,170          1
Net realized and unrealized gain
 (loss) on investments:
 Net realized gains (losses) ................      68,311        (59,550)       23,061         19,902         1,838         (1)
 Net unrealized appreciation
  (depreciation) during the period ..........    (175,994)        89,369          (840)      (571,486)       92,713        (48)
                                                ---------       --------       -------      ---------      --------       ----
Net realized and unrealized gain
 (loss) on investments ......................    (107,683)        29,819        22,221       (551,584)       94,551        (49)
                                                ---------       --------       -------      ---------      --------       ----
Net increase (decrease) in net assets
 resulting from operations ..................   $  22,453       $ 38,590       $21,607      $(492,993)     $109,721       $(48)
                                                =========       ========       =======      =========      ========       ====




                                   BOND INDEX SUBACCOUNT        SMALL/MID CAP CORE SUBACCOUNT
                              --------------------------------  ------------------------------
                               2000      1999          1998*      2000        1999      1998*
                              --------  --------  ------------  ----------  --------  --------
                                                                    
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ............ $ 7,273   $ 2,971      $ 296      $ 22,843    $ 6,699    $    --
 Outside Trusts .............      --        --         --            --         --         --
 Interest income on
  policy loans ..............      --        --         --            --         --         --
                              -------   -------      -----      --------    -------    -------
Total investment
 income .....................   7,273     2,971        296        22,843      6,699         --
Expenses:
 Mortality and expense
  risks .....................     561       270         11         1,051        335         48
                              -------   -------      -----      --------    -------    -------
Net investment income
 (loss) .....................   6,712     2,701        285        21,792      6,364        (48)
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses) ..................    (607)   (1,613)       (26)        1,505      1,093     (1,957)
 Net unrealized
  appreciation
  (depreciation)
  during the period .........   6,100    (1,753)      (147)      (13,928)     4,719      1,888
                              -------   -------      -----      --------    -------    -------
Net realized and
 unrealized gain
 (loss) on investments ......   5,493    (3,366)      (173)      (12,423)     5,812        (69)
                              -------   -------      -----      --------    -------    -------
Net increase
 (decrease) in net
 assets
 resulting from
 operations ................. $12,205   $  (665)     $ 112      $  9,369    $12,176    $  (117)
                              =======   =======      =====      ========    =======    =======


 -------------------------

* From May 1, 1998 (commencement of operations).

See accompanying notes.

                                      120


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                                                                      LARGE CAP
                                                                                     AGGRESSIVE
                                                             CLIFTON ENHANCED US       GROWTH
                              HIGH YIELD BOND SUBACCOUNT      EQUITY SUBACCOUNT      SUBACCOUNT
                              ---------------------------   ---------------------   -------------
                                2000       1999     1998*      2000       1999**       2000***
                              ----------  --------  ------  -----------  ---------  -------------
                                                                  
Investment income:
Distributions received from:
 John Hancock Variable
  Series Trust I ..........   $  84,101   $ 3,011   $  50         --          --       $  36
 Outside Trusts ...........          --        --      --    $ 3,328      $1,435          --
 Interest income on
  policy loans ............          --        --      --         --          --          --
                              ---------   -------   -----    -------      ------       -----
Total investment
 income ...................      84,101     3,011      50      3,328       1,435          36
Expenses:
 Mortality and expense
  risks ...................       5,409       220       2        138          61           6
                              ---------   -------   -----    -------      ------       -----
Net investment income .....      78,692     2,791      48      3,190       1,374          30
Net realized and
 unrealized gain
 (loss) on
 investments:
 Net realized gains
  (losses) ................     (12,114)     (396)   (108)       302          11          (8)
 Net unrealized
  appreciation
  (depreciation)
  during the period .......    (188,735)   (1,172)    (19)    (5,562)      1,285        (616)
                              ---------   -------   -----    -------      ------       -----
Net realized and
 unrealized gain
 (loss) on investments ....    (200,849)   (1,568)   (127)    (5,260)      1,296        (624)
                              ---------   -------   -----    -------      ------       -----
Net increase
 (decrease) in net
 assets
 resulting from
 operations ...............   $(122,157)  $ 1,223   $ (79)   $(2,070)     $2,670       $(594)
                              =========   =======   =====    =======      ======       =====




                              FUNDAMENTAL   AIM V.I.    FIDELITY VIP   FIDELITY VIP II
                                 GROWTH       VALUE        GROWTH        CONTRAFUND
                               SUBACCOUNT   SUBACCOUNT   SUBACCOUNT      SUBACCOUNT
                              -----------  -----------  ------------  -----------------
                                2000***      2000***      2000***          2000***
                              -----------  -----------  ------------  -----------------
                                                          
Investment income:
Distributions received
 from:
 John Hancock Variable
  Series Trust I ..........    $ 1,361      $   241           --              --
 Outside Trusts ...........         --           --           --              --
 Interest income on
  policy loans ............         --           --           --              --
                               -------      -------        -----           -----
Total investment
 income ...................      1,361          241           --              --
Expenses:
 Mortality and expense
  risks ...................         10           11        $   6           $  12
                               -------      -------        -----           -----
Net investment income
 (loss) ...................      1,351          230           (6)            (12)
Net realized and
 unrealized
 (loss) on
 investments:
 Net realized (losses) ....        (10)         (11)          (7)             (4)
 Net unrealized
  (depreciation)
  during the period .......     (1,226)      (1,068)        (525)           (366)
                               -------      -------        -----           -----
Net realized and
 unrealized
 (loss) on investments ....     (1,236)      (1,079)        (532)           (370)
                               -------      -------        -----           -----
Net increase
 (decrease) in net
 assets
 resulting from
 operations ...............    $   115      $  (849)       $(538)          $(382)
                               =======      =======        =====           =====


 -------------------------
   * From May 1, 1998 (commencement of operations).
  ** From May 1, 1999 (commencement of operations).
 *** From April 24, 2000 (commencement of operations).

See accompanying notes.


                                      121


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF OPERATIONS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                         JANUS ASPEN  JANUS ASPEN
                                           GLOBAL      WORLDWIDE        MFS NEW
                                         TECHNOLOGY     GROWTH      DISCOVERY SERIES
                                         SUBACCOUNT   SUBACCOUNT       SUBACCOUNT
                                         -----------  -----------  ------------------
                                          2000****     2000****         2000***
                                         -----------  -----------  ------------------
                                                          
Investment income:
Distributions received from:
 John Hancock Variable Series
  Trust I ............................         --          --              --
 Outside Trust .......................    $    24       $   1              --
 Interest income on policy loans .....         --          --              --
                                          -------       -----            ----
Total investment income ..............         24           1              --
Expenses:
 Mortality and expense risks .........          8           8            $ 19
                                          -------       -----            ----
Net investment income (loss) .........         16          (7)            (19)
Net realized and unrealized gain
 (loss) on investments:
 Net realized (losses) ...............        (99)        (71)             (7)
 Net unrealized appreciation
  (depreciation) during the
  period .............................     (1,649)       (717)            197
                                          -------       -----            ----
Net realized and unrealized gain
 (loss) on investments ...............     (1,748)       (788)            190
                                          -------       -----            ----
Net increase (decrease) in net
 assets resulting from operations ....    $(1,732)      $(795)           $171
                                          =======       =====            ====


 -------------------------
 *** From April 24, 2000 (commencement of operations).
**** From June 29, 2000 (commencement of operations).

See accompanying notes.


                                      122


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                      STATEMENTS OF CHANGES IN NET ASSETS

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                                  LARGE CAP GROWTH SUBACCOUNT                   ACTIVE BOND SUBACCOUNT
                                            ----------------------------------------   -----------------------------------------
                                                2000          1999          1998           2000           1999           1998
                                            -------------  ------------  ------------  --------------  ------------  --------------
                                                                                                   
Increase (decrease) in net assets from
 operations:
 Net investment income ..................   $  6,287,826   $ 6,329,395   $ 2,820,359   $   5,332,953   $ 5,481,982    $ 5,578,813
 Net realized gains (losses) ............      1,809,410     1,146,308       433,509      (1,058,175)     (388,883)      (142,628)
 Net unrealized appreciation
  (depreciation) during the period ......    (17,039,660)      320,087     4,558,660       3,862,398    (5,439,148)      (102,600)
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations ..............     (8,942,424)    7,795,790     7,812,528       8,137,176      (346,049)     5,333,585
From policyholder transactions:
 Net premiums from policyholders ........     16,225,070    10,950,682     6,922,934      26,218,788    11,668,600     10,038,753
 Net benefits to policyholders ..........     (8,421,666)   (5,776,293)   (3,869,320)    (17,903,281)   (7,543,864)    (7,974,328)
 Net increase in policy loans ...........        407,961            --            --         620,295            --             --
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net increase in net assets resulting from
 policyholder transactions ..............      8,211,365     5,174,389     3,053,614       8,935,802     4,124,736      2,064,425
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net increase (decrease) in net assets ...       (731,059)   12,970,179    10,866,142      17,072,978     3,778,687      7,398,010
Net assets at beginning of period .......     44,028,437    31,058,258    20,192,116      80,889,582    77,110,895     69,712,885
                                            ------------   -----------   -----------   -------------   -----------    -----------
Net assets at end of period .............   $ 43,297,378   $44,028,437   $31,058,258   $  97,962,560   $80,889,582    $77,110,895
                                            ============   ===========   ===========   =============   ===========    ===========




                                                  INTERNATIONAL EQUITY INDEX SUBACCOUNT         SMALL CAP GROWTH SUBACCOUNT
                                                 ---------------------------------------   -------------------------------------
                                                    2000          1999          1998          2000          1999          1998
                                                 ------------  ------------  ------------  ------------  -----------  -------------
                                                                                                    
Increase (decrease) in net assets from
 operations:
 Net investment income (loss) ................   $   322,155   $   200,569   $   734,599   $   581,967   $  527,624    $   (8,233)
 Net realized gains ..........................        76,586        62,140        52,891       159,388       48,210        21,741
 Net unrealized appreciation (depreciation)
  during the period ..........................    (1,706,468)    1,295,768        13,239    (2,654,137)   1,125,829       204,674
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase (decrease) in net assets
 resulting from operations ...................    (1,307,727)    1,558,477       800,729    (1,912,782)   1,701,663       218,182
From policyholder transactions:
 Net premiums from policyholders .............     2,208,528     1,634,643     1,489,281     4,738,730    1,398,160       891,480
 Net benefits to policyholders ...............    (1,307,479)   (1,119,500)   (1,357,312)     (956,063)    (390,180)     (269,586)
 Net increase in policy loans ................       110,023            --            --            --           --            --
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase in net assets resulting from
 policyholder transactions ...................     1,011,072       515,143       141,969     3,782,667    1,007,980       621,894
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net increase (decrease) in net assets ........      (296,655)    2,073,620       942,698     1,869,885    2,709,643       840,076
Net assets at beginning of period ............     7,180,994     5,107,374     4,164,676     4,511,934    1,802,291       962,215
                                                 -----------   -----------   -----------   -----------   ----------    ----------
Net assets at end of period ..................   $ 6,884,339   $ 7,180,994   $ 5,107,374   $ 6,381,819   $4,511,934    $1,802,291
                                                 ===========   ===========   ===========   ===========   ==========    ==========


See accompanying notes.


                                      123


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,




                                             GLOBAL BALANCED SUBACCOUNT                   MID CAP GROWTH SUBACCOUNT
                                           -------------------------------   ----------------------------------------------------
                                             2000       1999        1998           2000                1999              1998
                                           ---------  ----------  ---------  ------------------  -----------------  ----------------

                                                                                                  
Increase (decrease) in net assets from
 operations:
 Net investment income..................   $  7,198   $  15,944   $ 11,414   $       2,182,817   $      1,338,175    $     125,061
 Net realized gains (losses) ...........     (3,641)      1,061      1,050           1,892,763            420,826           26,192
 Net unrealized appreciation
  (depreciation) during the period .....    (21,945)     (8,559)    12,294         (11,690,290)         4,283,452          193,946
                                           --------   ---------   --------   -----------------   ----------------    -------------
Net increase (decrease) in net assets
 resulting from operations .............    (18,388)      8,446     24,758          (7,614,710)         6,042,453          345,199
From policyholder transactions:
 Net premiums from policyholders .......     75,380     115,573    150,466          13,112,643          7,041,199          772,359
 Net benefits to policyholders. ........    (83,639)   (133,983)   (50,204)         (4,430,561)          (947,660)        (211,806)
Net increase (decrease) in policy
 loans .................................         --          --         --                  --                 --               --
                                           --------   ---------   --------   -----------------   ----------------    -------------
Net increase (decrease) in net assets...
 resulting from policyholder
 transactions ..........................     (8,259)    (18,410)   100,262           8,682,082          6,093,539          560,553
                                           --------   ---------   --------   -----------------   ----------------    -------------
Net increase (decrease) in net assets...    (26,647)     (9,964)   125,020           1,067,372         12,135,992          905,752
Net assets at beginning of period ......    200,368     210,332     85,312          13,609,574          1,473,582          567,830
                                           --------   ---------   --------   -----------------   ----------------    -------------
Net assets at end of period ............   $173,721   $ 200,368   $210,332   $      14,676,946   $     13,609,574    $   1,473,582
                                           ========   =========   ========   =================   ================    =============




                                                  LARGE CAP VALUE SUBACCOUNT                  MONEY MARKET SUBACCOUNT
                                            --------------------------------------   ------------------------------------------
                                               2000          1999          1998          2000           1999            1998
                                            ------------  ------------  -----------  -------------  -------------  ---------------
                                                                                                 
Increase (decrease) in net assets
 from operations:
 Net investment income .................    $   693,327   $   474,149   $  169,876   $  1,290,563   $  1,143,104    $  2,139,937
 Net realized gains (losses) ...........        (47,306)      123,242       68,953             --             --              --
 Net unrealized appreciation
  (depreciation) during the period .....        854,807      (499,454)      64,132             --             --              --
                                            -----------   -----------   ----------   ------------   ------------    ------------
Net increase in net assets
 resulting from operations .............      1,500,828        97,937      302,961      1,290,563      1,143,104       2,139,937
From policyholder transactions:
 Net premiums from policyholders .......      7,024,748     5,449,922    2,321,440     26,609,851     16,733,655      55,692,824
 Net benefits to policyholders .........     (1,798,175)   (1,059,147)    (528,449)   (22,265,301)   (46,642,184)    (22,850,788)
 Net increase (decrease) in policy
  loans ................................             --            --           --         77,509             --        (198,682)
                                            -----------   -----------   ----------   ------------   ------------    ------------
Net increase (decrease) in net assets...
 resulting from policyholder
 transactions ..........................      5,226,573     4,390,775    1,792,991      4,422,059    (29,908,529)     32,643,354
                                            -----------   -----------   ----------   ------------   ------------    ------------
Net increase (decrease) in net assets         6,727,401     4,488,712    2,095,932      5,712,622    (28,765,425)     34,783,291
Net assets at beginning of period ......      8,268,787     3,774,075    1,678,123     20,503,106     49,268,531      14,485,240
                                            -----------   -----------   ----------   ------------   ------------    ------------
Net assets at end of period ............    $14,990,188   $ 8,262,787   $3,774,075   $ 26,215,728   $ 20,503,106    $ 49,268,531
                                            ===========   ===========   ==========   ============   ============    ============


See accompanying notes.

                                      124


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                                     MID CAP VALUE SUBACCOUNT             SMALL/ MID CAP GROWTH SUBACCOUNT
                                               -------------------------------------   ---------------------------------------
                                                  2000         1999          1998         2000          1999           1998
                                               -----------  ------------  -----------  ------------  ------------  --------------
                                                                                                 
Increase (decrease) in net assets
 from operations:
 Net investment income ....................    $  824,979   $     2,457   $   19,063   $   570,559   $   810,295    $    66,339
 Net realized gains (losses) ..............       (47,013)     (547,518)      74,634      (136,669)       16,952         33,249
 Net unrealized appreciation
  (depreciation) during the period ........       853,987       657,486     (944,401)       (2,663)     (590,295)       126,465
                                               ----------   -----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from operations ................     1,631,953       112,425     (850,704)      431,227       236,952        226,053
From policyholder transactions:
 Net premiums from policyholders ..........     2,895,543     2,086,192    5,639,732     1,474,342     1,533,102      1,812,713
 Net benefits to policyholders ............      (830,119)   (3,546,814)    (775,357)   (1,536,191)   (1,200,248)    (1,214,489)
 Net increase (decrease) in policy loans ..            --            --           --            --            --             --
                                               ----------   -----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets
 resulting from policyholder transactions..     2,065,424    (1,460,622)   4,864,375       (61,849)      332,854        598,224
                                               ----------   -----------   ----------   -----------   -----------    -----------
Net increase (decrease) in net assets .....     3,697,377    (1,348,197)   4,013,671       369,378       569,806        824,277
Net assets at beginning of period .........     4,701,632     6,049,829    2,036,158     5,486,044     4,916,238      4,091,961
                                               ----------   -----------   ----------   -----------   -----------    -----------
Net assets at end of period ...............    $8,399,009   $ 4,701,632   $6,049,829   $ 5,855,422   $ 5,486,044    $ 4,916,238
                                               ==========   ===========   ==========   ===========   ===========    ===========




                                                  REAL ESTATE EQUITY SUBACCOUNT                GROWTH & INCOME SUBACCOUNT
                                             ---------------------------------------   ------------------------------------------
                                                2000          1999          1998           2000           1999            1998
                                             ------------  ------------  ------------  -------------  -------------  ---------------

                                                                                                   
Increase (decrease) in net assets
 from operations:
 Net investment income ....................  $   465,264   $   255,391   $   327,346   $ 44,427,885   $ 35,556,691    $ 26,835,871
 Net realized gains (losses) ..............     (159,205)     (168,994)      158,205     18,300,286      5,502,422       3,223,935
 Net unrealized appreciation
  (depreciation) during the period ........      919,904      (220,380)   (1,546,717)   (96,829,044)     2,405,417      32,918,552
                                             -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from operations ................    1,225,963      (133,983)   (1,061,166)   (34,100,873)    43,464,530      62,978,358
From policyholder transactions:
 Net premiums from policyholders ..........    1,762,038       968,627     3,382,263     31,462,247     34,593,082      35,108,834
 Net benefits to policyholders ............   (1,130,179)   (2,335,552)   (1,663,696)   (71,685,409)   (34,650,911)    (29,649,984)
 Net increase (decrease) in policy loans...      114,851            --        (1,103)     1,310,472             --       3,672,137
                                             -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets
 resulting from policyholder transactions..      746,710    (1,366,925)    1,717,464    (38,912,690)       (57,829)      9,130,987
                                             -----------   -----------   -----------   ------------   ------------    ------------
Net increase (decrease) in net assets .....    1,972,673    (1,500,908)      656,298    (73,013,563)    43,406,701      72,109,345
Net assets at beginning of period .........    4,030,100     5,531,008     4,874,710    340,500,097    297,093,396     224,984,051
                                             -----------   -----------   -----------   ------------   ------------    ------------
Net assets at end of period ...............  $ 6,002,773   $ 4,030,100   $ 5,531,008   $267,486,534   $340,500,097    $297,093,396
                                             ===========   ===========   ===========   ============   ============    ============


See accompanying notes.

                                      125


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                            MANAGED SUBACCOUNT                 SHORT-TERM BOND SUBACCOUNT
                                ------------------------------------------   -------------------------------
                                    2000           1999           1998         2000       1999         1998
                                -------------  -------------  -------------  ---------  ----------  -----------
                                                                                  
Increase (decrease) in
 net assets
 from operations:
 Net investment income ....     $ 11,092,640   $ 10,302,317   $  9,624,999   $ 15,494   $  14,042    $ 24,670
 Net realized gains
  (losses) ................        1,551,519        996,546        791,245     (2,287)     (8,638)        265
 Net unrealized
  appreciation
  (depreciation)
  during the period .......      (12,278,637)    (2,108,530)     6,629,458      6,756      (2,442)     (4,247)
                                ------------   ------------   ------------   --------   ---------    --------
Net increase in net
 assets
 resulting from
 operations ...............          365,522      9,190,333     17,045,702     19,963       2,962      20,688
From policyholder
 transactions:
 Net premiums from
  policyholders ...........       12,192,565     13,430,282     13,116,210    167,135     109,732     420,697
 Net benefits to
  policyholders ...........      (19,842,234)   (14,305,859)   (14,539,301)   (69,043)   (370,270)    (71,999)
 Net increase in
  policy loans ............          630,955             --      1,134,137         --          --          --
                                ------------   ------------   ------------   --------   ---------    --------
Net increase
 (decrease) in net
 assets resulting from
 policyholder
 transactions .............       (7,018,714)      (875,577)      (288,954)    98,092    (260,538)    348,698
                                ------------   ------------   ------------   --------   ---------    --------
Net increase
 (decrease) in net
 assets ...................       (6,653,192)     8,314,756     16,756,748    118,055    (257,576)    369,386
Net assets at
 beginning of period ......      119,129,419    110,814,663     94,057,915    238,913     496,489     127,103
                                ------------   ------------   ------------   --------   ---------    --------
Net assets at end of
 period ...................     $112,476,227   $119,129,419   $110,814,663   $356,968   $ 238,913    $496,489
                                ============   ============   ============   ========   =========    ========




                                                      SMALL CAP EQUITY SUBACCOUNT        INTERNATIONAL OPPORTUNITIES SUBACCOUNT
                                                  ------------------------------------   ---------------------------------------
                                                     2000         1999         1998         2000          1999           1998
                                                  -----------  -----------  -----------  ------------  ------------  -------------
                                                                                                   
Increase (decrease) in net assets
 from operations:
 Net investment income .......................    $  297,508   $   61,905   $      822   $   564,716   $   223,214    $   11,862
 Net realized gains (losses) .................      (110,857)     (33,134)      29,257       348,813       155,412        33,474
 Net unrealized appreciation (depreciation)
  during the period ..........................      (668,463)    (148,401)    (105,331)   (2,497,504)      387,412       272,314
                                                  ----------   ----------   ----------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from operations ...................      (481,812)    (119,630)     (75,252)   (1,583,975)      766,038       317,650
From policyholder transactions:
 Net premiums from policyholders .............     1,608,648    1,483,922    1,644,666     9,284,275     2,354,681     3,814,201
 Net benefits to policyholders ...............      (452,404)    (447,402)    (270,585)     (469,272)   (3,673,500)     (339,134)
 Net increase (decrease) in policy loans .....            --           --           --            --            --            --
                                                  ----------   ----------   ----------   -----------   -----------    ----------
Net increase (decrease) in net assets
 resulting from policyholder transactions ....     1,156,242    1,036,520    1,374,081     8,815,003    (1,318,819)    3,475,067
                                                  ----------   ----------   ----------   -----------   -----------    ----------
Net increase (decrease) in net assets ........       674,430      916,890    1,298,829     7,231,028      (552,781)    3,792,717
Net assets at beginning of period ............     3,467,392    2,550,502    1,251,673     3,628,943     4,181,724       389,007
                                                  ----------   ----------   ----------   -----------   -----------    ----------
Net assets at end of period ..................    $4,141,822   $3,467,392   $2,550,502   $10,859,971   $ 3,628,943    $4,181,724
                                                  ==========   ==========   ==========   ===========   ===========    ==========


See accompanying notes.


                                      126


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                     EQUITY INDEX SUBACCOUNT                GLOBAL BOND SUBACCOUNT
                              --------------------------------------   ---------------------------------
                                 2000          1999          1998         2000        1999         1998
                              ------------  ------------  -----------  -----------  ----------  -----------
                                                                              
Increase (decrease) in
 net assets from operations:
 Net investment income ....   $ 2,141,880   $   529,375   $  158,126   $   57,408   $  33,778    $ 17,649
 Net realized gains
  (losses) ................       485,643       271,978      443,879      (14,302)       (151)      3,991
 Net unrealized
  appreciation
  (depreciation)
  during the period .......    (8,035,375)    1,282,937      585,673       63,359     (52,953)      4,308
                              -----------   -----------   ----------   ----------   ---------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations ...............    (5,407,852)    2,084,290    1,187,678      106,465     (19,326)     25,948
From policyholder
 transactions:
 Net premiums from
  policyholders ...........    43,728,519     6,697,385    4,822,053      396,099     696,619     381,024
 Net benefits to
  policyholders ...........    (2,630,030)   (1,623,429)    (885,493)    (192,421)   (317,999)    (83,865)
 Net increase
  (decrease) in policy
  loans ...................            --            --           --           --          --          --
                              -----------   -----------   ----------   ----------   ---------    --------
Net increase in net
 assets resulting from
 policyholder
 transactions .............    41,098,489     5,073,956    3,936,560      203,678     378,620     297,159
                              -----------   -----------   ----------   ----------   ---------    --------
Net increase  in net
 assets ...................    35,690,637     7,158,246    5,124,238      310,143     359,294     323,107
Net assets at
 beginning of period ......    14,406,079     7,247,833    2,123,595      829,718     470,424     147,317
                              -----------   -----------   ----------   ----------   ---------    --------
Net assets at end of
 period ...................   $50,096,716   $14,406,079   $7,247,833   $1,139,861   $ 829,718    $470,424
                              ===========   ===========   ==========   ==========   =========    ========




                                                                  BRANDES INTERNATIONAL EQUITY
                               TURNER CORE GROWTH SUBACCOUNT               SUBACCOUNT
                              -------------------------------   --------------------------------
                                2000        1999       1998        2000        1999        1998
                              ----------  ---------  ---------  -----------  ---------  -----------
                                                                      
Increase (decrease) in
 net assets
 from operations:
 Net investment income ....   $  50,617   $ 18,189   $  1,666   $   87,962   $ 14,188    $ 13,286
 Net realized gains .......      20,969     26,736      2,780       13,902     11,526         600
 Net unrealized
  appreciation
  (depreciation)
  during the period .......    (120,040)    23,628     22,686      (35,201)   122,734       8,581
                              ---------   --------   --------   ----------   --------    --------
Net increase
 (decrease) in net
 assets resulting from
 operations ...............     (48,454)    68,553     27,132       66,663    148,448      22,467
From policyholder
 transactions:
 Net premiums from
  policyholders ...........     192,556    109,802     39,070      616,308    152,629     141,892
 Net benefits to
  policyholders ...........     (31,415)   (45,555)    (9,835)     (39,267)   (31,332)    (34,941)
 Net increase
  (decrease) in policy
  loans ...................          --         --         --           --         --          --
                              ---------   --------   --------   ----------   --------    --------
 Net increase  in net
  assets resulting
  from policyholder
  transactions ............     161,141     64,247     29,235      577,041    121,297     106,951
                              ---------   --------   --------   ----------   --------    --------
Net increase in net
 assets ...................     112,687    132,800     56,367      643,704    269,745     129,418
Net assets at
 beginning of period ......     257,807    125,007     68,640      525,502    255,757     126,339
                              ---------   --------   --------   ----------   --------    --------
Net assets at end of
 period ...................   $ 370,494   $257,807   $125,007   $1,169,206   $525,502    $255,757
                              =========   ========   ========   ==========   ========    ========


See accompanying notes.


                                      127


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                                   FRONTIER CAPITAL APPRECIATION SUBACCOUNT    EMERGING MARKETS EQUITY SUBACCOUNT
                                                  -----------------------------------------    -----------------------------------
                                                     2000           1999            1998           2000          1999        1998*
                                                  ------------  --------------  -------------  -------------  -----------  ---------

                                                                                                         
Increase (decrease) in net assets from
 operations:
 Net investment income (loss) ..................   $ 130,136     $     8,771     $     (614)    $   58,591     $ 15,170      $  1
 Net realized gains (losses) ...................      68,311         (59,550)        23,061         19,902        1,838        (1)
 Net unrealized appreciation (depreciation)
  during the period ............................    (175,994)         89,369           (840)      (571,486)      92,713       (48)
                                                   ---------     -----------     ----------     ----------     --------      ----
Net increase (decrease) in net assets resulting
 from operations ...............................      22,453          38,590         21,607       (492,993)     109,721       (48)
From policyholder transactions:
 Net premiums from policyholders ...............     219,803         103,675      2,465,299      1,133,676      336,277       784
 Net benefits to policyholders .................    (179,523)     (2,221,410)      (227,386)      (337,143)      (8,915)       (7)
 Net increase in policy loans ..................          --              --             --             --           --        --
                                                   ---------     -----------     ----------     ----------     --------      ----
Net increase (decrease) in net assets resulting
 from policyholder transactions ................      40,280      (2,117,735)     2,237,913        796,533      327,362       777
                                                   ---------     -----------     ----------     ----------     --------      ----
Net increase (decrease) in net assets ..........      62,733      (2,079,145)     2,259,520        303,540      437,083       729
Net assets at beginning of period ..............     453,983       2,533,128        273,608        437,812          729        --
                                                   ---------     -----------     ----------     ----------     --------      ----
Net assets at end of period ....................   $ 516,716     $   453,983     $2,533,128     $  741,352     $437,812      $729
                                                   =========     ===========     ==========     ==========     ========      ====




                                  BOND INDEX SUBACCOUNT         SMALL /MID CAP CORE SUBACCOUNT
                              -----------------------------   --------------------------------
                                2000       1999      1998*      2000        1999         1998*
                              ---------  ---------  --------  ----------  ----------  ------------
                                                                    
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss) ..................   $  6,712   $  2,701   $   285   $ 21,792    $  6,364     $    (48)
 Net realized gains
  (losses) ................       (607)    (1,613)      (26)     1,505       1,093       (1,957)
 Net unrealized
  appreciation
  (depreciation)
  during the period .......      6,100     (1,753)     (147)   (13,928)      4,719        1,888
                              --------   --------   -------   --------    --------     --------
Net increase
 (decrease) in net
 assets resulting from
 operations ...............     12,205       (665)      112      9,369      12,176         (117)
From policyholder
 transactions:
 Net premiums from
  policyholders ...........    196,240     80,921    16,730    479,768      44,493       52,673
 Net benefits to
  policyholders ...........    (16,742)   (20,596)   (2,293)    (6,951)    (12,003)     (19,857)
 Net increase in
  policy loans ............         --         --        --         --          --           --
                              --------   --------   -------   --------    --------     --------
Net increase in net
 assets resulting from
 policyholder
 transactions .............    179,498     60,325    14,437    472,817      32,490       32,816
                              --------   --------   -------   --------    --------     --------
Net increase in net
 assets ...................    191,703     59,660    14,549    482,186      44,666       32,699
Net assets at
 beginning of period ......     74,209     14,549        --     77,365      32,699           --
                              --------   --------   -------   --------    --------     --------
Net assets at end of
 period ...................   $265,912   $ 74,209   $14,549   $559,551    $ 77,365     $ 32,699
                              ========   ========   =======   ========    ========     ========


 -------------------------
 * From May 1, 1998 (commencement of operations).

See accompanying notes.


                                      128


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                       YEARS AND PERIODS ENDED DECEMBER 31,



                                 HIGH YIELD BOND SUBACCOUNT      CLIFTON ENHANCED US EQUITY SUBACCOUNT
                              --------------------------------   --------------------------------------
                                 2000       1999       1998*           2000                 1999**
                              -----------  --------  ----------  ------------------  --------------------
                                                                      
Increase (decrease) in
 net assets from
 operations:
 Net investment income ....   $   78,692   $ 2,791   $      48        $ 3,190              $ 1,374
 Net realized gains
  (losses) ................      (12,114)     (396)       (108)           302                   11
 Net unrealized
  appreciation
  (depreciation)
  during the period .......     (188,735)   (1,172)        (19)        (5,562)               1,285
                              ----------   -------   ---------        -------              -------
Net increase
 (decrease) in net
 assets resulting from
 operations ...............     (122,157)    1,223         (79)        (2,070)               2,670
From policyholder
 transactions:
 Net premiums from
  policyholders ...........    1,514,684    69,375     108,274         16,541               15,505
 Net benefits to
  policyholders ...........      (88,711)       --    (102,742)        (9,351)                  --
 Net increase in
  policy loans ............           --        --          --             --                   --
                              ----------   -------   ---------        -------              -------
Net increase in net
 assets resulting from
 policyholder
 transactions .............    1,425,973    69,375       5,532          7,190               15,505
                              ----------   -------   ---------        -------              -------
Net increase in net
 assets ...................    1,303,816    70,598       5,453          5,120               18,175
Net assets at
 beginning of period ......       76,051     5,453          --         18,175                   --
                              ----------   -------   ---------        -------              -------
Net assets at end of
 period ...................   $1,379,867   $76,051   $   5,453        $23,295              $18,175
                              ==========   =======   =========        =======              =======




                              LARGE CAP
                              AGGRESSIVE  FUNDAMENTAL    AIM V.I.   FIDELITY VIP
                                GROWTH       GROWTH       VALUE        GROWTH        FIDELITY VIP II
                              SUBACCOUNT  SUBACCOUNT    SUBACCOUNT   SUBACCOUNT    CONTRAFUND SUBACCOUNT
                              ----------  ------------  ----------  ------------  ----------------------
                               2000***      2000***      2000***      2000***            2000***
                              ----------  ------------  ----------  ------------  ----------------------
                                                                   
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss) ..................    $   30     $     1,351    $   230      $   (6)            $   (12)
 Net realized (losses) ....        (8)            (10)       (11)         (7)                 (4)
 Net unrealized
  (depreciation)
  during the period .......      (616)         (1,226)    (1,068)       (525)               (366)
                               ------     -----------    -------      ------             -------
Net increase
 (decrease) in net
 assets resulting from
 operations ...............      (594)            115       (849)       (538)               (382)
From policyholder
 transactions:
 Net premiums from
  policyholders ...........     2,528       9,264,914     12,213       5,160              13,880
 Net benefits to
  policyholders ...........        --      (9,251,776)    (6,072)       (394)             (6,991)
 Net increase in
  policy loans ............        --              --         --          --                  --
                               ------     -----------    -------      ------             -------
Net increase in net
 assets resulting from
 policyholder
 transactions .............     2,528          13,138      6,141       4,766               6,889
                               ------     -----------    -------      ------             -------
Net increase in net
 assets ...................     1,934          13,253      5,292       4,228               6,507
Net assets at
 beginning of period ......        --              --         --          --                  --
                               ------     -----------    -------      ------             -------
Net assets at end of
 period ...................    $1,934     $    13,253    $ 5,292      $4,228             $ 6,507
                               ======     ===========    =======      ======             =======


 -------------------------
   * From May 1, 1998 (commencement of operations).
  ** From May 1, 1999 (commencement of operations).
 *** From April 24, 2000 (commencement of operations).

See accompanying notes.


                                      129


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

                      YEARS AND PERIODS ENDED DECEMBER 31,



                                JANUS ASPEN        JANUS ASPEN           MFS NEW
                              GLOBAL TECHNICAL   WORLDWIDE GROWTH       DISCOVERY
                                 SUBACCOUNT         SUBACCOUNT      SERIES SUBACCOUNT
                              -----------------  ----------------  -------------------
                                  2000****           2000****            2000***
                              -----------------  ----------------  -------------------
                                                          
Increase (decrease) in
 net assets from
 operations:
 Net investment income
  (loss) ....................     $    16            $   (7)            $    (19)
 Net realized (losses) ......         (99)              (71)                  (7)
 Net unrealized
  appreciation
  (depreciation)
  during the period .........      (1,649)             (717)                 197
                                  -------            ------             --------
Net increase
 (decrease) in net
 assets resulting from
 operations .................      (1,732)             (795)                 171
From policyholder
 transactions:
 Net premiums from
  policyholders .............       5,487             5,929               37,394
 Net benefits to
  policyholders .............          --              (470)             (18,758)
 Net increase in
  policy loans ..............          --                --                   --
                                  -------            ------             --------
Net increase in net
 assets resulting
 from policyholder
 transactions ...............       5,487             5,459               18,636
                                  -------            ------             --------
Net increase in net
 assets .....................       3,755             4,664               18,807
Net assets at
 beginning of period ........          --                --                   --
                                  -------            ------             --------
Net assets at end of
 period .....................     $ 3,755            $4,664             $ 18,807
                                  =======            ======             ========


 -------------------------
  *** From April 24, 2000 (commencement of operations).
 **** From June 29, 2000 (commencement of operations).

See accompanying notes.


                                      130


                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

1.  ORGANIZATION

John Hancock Variable Life Insurance Account UV (the Account) is a separate
investment account of John Hancock Mutual Life Insurance Company (JHMLICO or
John Hancock).  John Hancock Variable Life Insurance Account UV was formed to
fund variable life insurance policies (Policies) issued by JHMLICO.  The Account
is operated as a unit investment trust registered under the Investment Company
Act of 1940, as amended, and currently consists of thirty-four subaccounts.  The
assets of each subaccount are invested exclusively in shares of a corresponding
Fund of John Hancock Variable Series Trust I (the Trust) or Outside Trust.  New
subaccounts may be added as new Funds are added to the Trust or to Outside
Trust, or as other investment options are developed, and made available to
policyholders.  The thirty-four Funds of the Trust and Outside Trust which are
currently available are the Large Cap Growth, Active Bond (formerly, Sovereign
Bond), International Equity Index, Small Cap Growth, Global Balanced (formerly,
International Balanced), Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Small/Mid Cap Growth, Real Estate Equity, Growth & Income, Managed,
Short-Term Bond, Small Cap Equity (formerly, Small Cap Value), International
Opportunities, Equity Index, Global Bond (formerly, Strategic Bond), Turner Core
Growth, Brandes International Equity, Frontier Capital Appreciation, Emerging
Markets Equity, Bond Index, Small/Mid Cap CORE, High Yield Bond, Clifton
Enhanced US Equity, Large Cap Aggressive Growth, Fundamental Growth (formerly,
Fundamental Mid Cap Growth), AIM V.I. Value, Fidelity VIP Growth,  Fidelity VIP
II Contrafund, Janus Aspen Global Technology, Janus Aspen Worldwide Growth, and
MFS New Discovery Series subaccounts.  Each Fund has a different investment
objective.

The net assets of the Account may not be less than the amount required under
state insurance law to provide for death benefits (without regard to the minimum
death benefit guarantee) and other policy benefits.  Additional assets are held
in JHMLICO's general account to cover the contingency that the guaranteed
minimum death benefit might exceed the death benefit which would have been
payable in the absence of such guarantee.

The assets of the Account are the property of JHMLICO.  The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHMLICO may conduct.

2. SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

VALUATION OF INVESTMENTS

Investment in shares of the Trust and of Outside Trust are valued at the
reported net asset values of the respective Funds.  Investment transactions are
recorded on the trade date.  Dividend income is recognized on the ex-dividend
date.  Realized gains and losses on sales of respective Fund shares are
determined on the basis of identified cost.

                                       131



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FEDERAL INCOME TAXES

The operations of the Account are included in the federal income tax return of
JHMLICO, which is taxed as a life insurance company under the Internal Revenue
Code.  JHMLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the Policies funded in the Account.  Currently, JHMLICO does not
make a charge for income or other taxes.  Charges for state and local taxes, if
any, attributable to the Account may also be made.

EXPENSES

JHMLICO assumes mortality and expense risks of the variable life insurance
policies for which asset charges are deducted at various rates ranging from .50%
to .625%, depending on the type of policy, of net assets (excluding policy
loans) of the Account.  Additionally, a monthly charge at varying levels for the
cost of extra insurance is deducted from the net assets of the Account.

JHMLICO makes certain deductions for administrative expenses and state premium
taxes from premium payments before amounts are transferred to the Account.

POLICY LOANS

Policy loans represent outstanding loans plus accrued interest.  Interest is
accrued (net of a charge for policy loan administration determined at an annual
rate of .75% of the aggregate amount of policyholder indebtedness) and
compounded daily.

3.  TRANSACTIONS WITH AFFILIATES

JHMLICO acts as the distributor, principal underwriter and investment advisor
for the Fund.

Certain officers of the Account are officers and directors of JHMLICO or the
Fund.

                                      132



                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.  DETAILS OF INVESTMENTS

The details of the shares owned and cost and value of investments in the
Subaccounts of the Trust and of Outside Trusts at December 31, 2000 were as
follows:

SUBACCOUNT                      SHARES OWNED         COST             VALUE
- --------------------------------------------------------------------------------
Large Cap Growth                  2,134,279      $ 49,726,695      $ 40,309,354
Active Bond                       9,220,332        89,132,947        87,068,487
International Equity Index          418,581         7,018,825         6,443,455
Small Cap Growth                    469,884         7,618,520         6,381,819
Global Balanced                      18,730           195,343           173,721
Mid Cap Growth                      940,768        21,821,280        14,676,946
Large Cap Value                   1,042,527        14,485,880        14,990,188
Money Market                      2,396,674        23,979,125        23,979,125
Mid Cap Value                       573,188         7,672,317         8,399,009
Small/Mid Cap Growth                427,288         6,411,225         5,855,422
Real Estate Equity                  410,488         5,654,057         5,654,199
Growth & Income                  16,464,612       264,186,266       233,488,134
Managed                           7,151,246       101,360,593        98,868,851
Short-Term Bond                      36,191           357,048           356,968
Small Cap Equity                    453,079         5,074,119         4,141,822
International Opportunities         916,359        12,702,732        10,859,971
Equity Index                      2,839,312        56,110,489        50,096,716
Global Bond                         109,624         1,123,879         1,139,861
Turner Core Growth                   21,099           436,949           370,494
Brandes International Equity         78,208         1,075,621         1,169,206
Frontier Capital
Appreciation                         29,955           570,395           516,716
Emerging Markets                110,662,958         1,220,174           741,352
Bond Index                           27,296           261,716           265,912
Small/Mid Cap CORE                   57,007           566,872           559,551
High Yield Bond                     182,888         1,569,793         1,379,867
Clifton Enhanced U.S.
Equity                                1,427            27,572            23,295
Large Cap Aggressive
Growth                                  203             2,550             1,934
Fundamental Growth                    1,059            14,479            13,253
AIM V.I. Value                          194             6,361             5,292
Fidelity VIP Growth                      97             4,753             4,228
Fidelity VIP II Contrafund              275             6,874             6,507
Janus Aspen Global
Technology                              573             5,404             3,755
Janus Aspen Worldwide
Growth                                  127             5,380             4,664
MFS New Discovery Series              1,132            18,610            18,807

                                      133


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4.  DETAILS OF INVESTMENTS (CONTINUED)

Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Subaccounts of the Trust and of Outside Trusts during
2000 were as follows:

SUBACCOUNT                                     PURCHASES             SALES
- --------------------------------------------------------------------------------
Large Cap Growth                              $18,258,586         $ 4,179,799
Active Bond                                    21,683,388           8,059,756
International Equity Inde                       1,819,131             600,051
Small Cap Growth                                4,728,339             363,705
Global Balanced                                    73,877              74,938
Mid Cap Growth                                 15,044,085           4,179,188
Large Cap Value                                 8,324,134           2,404,233
Money Market                                   25,074,870          19,446,917
Mid Cap Value                                   3,589,187             698,784
Small/Mid Cap Growth                            1,603,684           1,094,974
Real Estate Equity                              1,807,284             703,801
Growth & Income                                57,305,890          53,160,381
Managed                                        15,768,185          12,350,769
Short-Term Bond                                   168,738              55,151
Small Cap Equity                                1,883,002             429,250
International Opportunities                    11,983,910           2,604,191
Equity Index                                   46,207,986           2,967,617
Global Bond                                       456,473             195,388
Turner Core Growth                                260,382              48,624
Brandes International Equity                      707,500              42,497
Frontier Capital Appreciation                     364,918             194,503
Emerging Markets                                1,122,971             267,846
Bond Index                                        332,405             146,196
Small/Mid Cap CORE                                504,485               9,875
High Yield Bond                                 1,777,756             273,092
Clifton Enhanced U.S. Equity                       19,876               9,496
Large Cap Aggressive Growth                         2,611                  52
Fundamental Growth                                 14,558                  69
AIM V.I. Value                                      6,455                  83
Fidelity VIP Growth                                 4,825                  65
Fidelity VIP II Contrafund                          6,967                  89
Janus Aspen Global Technology.                      5,776                 273
Janus Aspen Worldwide Growth                        5,930                 479
MFS New Discovery Series                           18,733                 116

                                       134


                JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  NET ASSETS

Accumulation shares attributable to net assets of policyholders and accumulation
share values for each Subaccount at December 31, 2000 were as follows:




                                        UV VLI CLASS #1                   UV VLI CLASS #2               UV MVL CLASS #3
                                ---------------------------------------------------------------------------------------------
                                ACCUMULATION        ACCUMULATION    ACCUMULATION  ACCUMULATION    ACCUMULATION   ACCUMULATION
SUBACCOUNT                         SHARES           SHARE VALUES       SHARES     SHARE VALUES       SHARES      SHARE VALUES
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                               
Large Cap Growth                  301,994              $    71             --            --          47,403         $65.04
Active Bond                       301,994                   62        301,994       $ 62.65          19,396          26.01
International Equity Index        301,994                   23             --            --          21,835          22.61
Small Cap Growth                       --                   --             --            --          84,323          16.94
Global Balanced                        --                   --             --            --           6,978          12.01
Mid Cap Growth                         --                   --             --            --         150,842          22.69
Large Cap Value                        --                   --             --            --          69,602          18.15
Money Market                      301,994                   33        301,994         33.36         149,377          19.12
Mid Cap Value                          --                   --             --            --          81,913          17.95
Small/Mid Cap Growth                   --                   --             --            --          27,289          21.50
Real Estate Equity                301,994                   29             --            --          20,927          29.12
Growth & Income                   301,994                  162        301,994        162.20         134,966          58.85
Managed                           301,994                   46             --            --          52,738          39.43
Short-Term Bond                        --                   --             --            --           5,572          16.94
Small Cap Equity                       --                   --             --            --          38,204          11.15
International Opportunities            --                   --             --            --          34,841          13.75
Equity Index                           --                   --             --            --         266,104          20.84
Global Bond                            --                   --             --            --          23,292          13.54
Turner Core Growth                     --                   --             --            --           4,834          23.25
Brandes International Equity           --                   --             --            --          19,563          17.87
Frontier Capital  Appreciation         --                   --             --            --           2,760          22.59
Emerging Markets Equity                --                   --             --            --          17,441           7.62
Bond Index                             --                   --             --            --           5,016          11.49
Small/Mid Cap CORE                     --                   --             --            --           3,381          11.19
High Yield Bond                        --                   --             --            --          31,917           8.95
Clifton Enhanced US Equity             --                   --             --            --           1,965          11.85
Large Cap Aggressive Growth            --                   --             --            --              --             --
Fundamental Growth                     --                   --             --            --              --             --
AIM V.I. Value                         --                   --             --            --              --             --
Fidelity VIP Growth                    --                   --             --            --              --             --
Fidelity VIP II Contrafund             --                   --             --            --              --             --
Janus Aspen Global
Technology                             --                   --             --            --              --             --
Janus Aspen Worldwide
Growth                                 --                   --             --            --              --             --
MFS New Discovery Series               --                   --             --            --              --             --


                                      135



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  NET ASSETS (CONTINUED)




                                        UV FLEX CLASS #4                UV FLEX II CLASS #5             UV FLEX CLASS #9
                                ---------------------------------------------------------------------------------------------
                                ACCUMULATION        ACCUMULATION    ACCUMULATION  ACCUMULATION    ACCUMULATION   ACCUMULATION
SUBACCOUNT                         SHARES           SHARE VALUES       SHARES     SHARE VALUES       SHARES      SHARE VALUES
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                              
Large Cap Growth                   355,536             $65.04          27,727        $65.04           2,052          $28.09
Active Bond                      1,688,399              26.01          12,973         26.01              --           15.25
International Equity Index          151,89              22.61          11,943         22.61              --              --
Small Cap Growth                   240,785              16.94          35,289         16.94              --           17.00
Global Balanced                      3,671              12.01           3,495         12.01              --           12.05
Mid Cap Growth                     417,189              22.69          45,217         22.69              --           22.77
Large Cap Value                    681,933              18.15          44,769         18.15              --           18.22
Money Market                       639,493              19.12           9,562         19.12              --           13.91
Mid Cap Value                      325,982              17.95          30,538         17.95              --           18.01
Small/Mid Cap Growth               225,097              21.50           9,052         21.50              --           21.61
Real Estate Equity                 109,667              29.11           8,662         29.11              --           19.07
Growth & Income                  1,397,476              58.85          72,875         58.85           3,195           26.87
Managed                          1,120,465              39.43          34,455         39.42              --           20.90
Short-Term Bond                     14,895              13.94           3,097         13.94              --           14.01
Small Cap Equity                   290,429              11.15          26,171         11.15              --           11.19
International Opportunities        711,861              13.75          13,887         13.75           4,650           13.79
Equity Index                     1,994,107              20.84          71,508         20.84              --           20.91
Global Bond                         47,066              13.54           9,112         13.54              --           13.58
Turner Core Growth                  11,094              23.25              --         23.25              --           25.11
Brandes International Equity        34,475              17.87             525         17.87              --           17.72
Frontier Capital  Appreciation      14,908              22.59             275         22.59           4,318           24.40
Emerging Markets Equity             62,103               7.62           7,993          7.62              --            7.62
Bond Index                          17,515              11.49             279         11.49             131           11.50
Small/Mid Cap CORE                  30,190              11.19           1,187         11.19             619           11.20
High Yield Bond                    119,207               8.95           2,037          8.95             150            8.96
Clifton Enhanced US Equity              --              11.85              --         11.85              --           15.66
Large Cap Aggressive Growth             --                 --              --            --              --            8.15
Fundamental Growth                      --                 --              --            --              --           10.29
AIM V.I. Value                          --                 --              --            --              --            8.43
Fidelity VIP Growth                     --                 --              --            --              --            9.00
Fidelity VIP II Contrafund              --                 --              --            --              --            9.64
Janus Aspen Global
Technology                              --                 --              --            --              --            6.75
Janus Aspen Worldwide
Growth                                  --                 --              --            --              --            8.33
MFS New Discovery Series                --                 --              --            --              --           10.01




                                      136



                 JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  NET ASSETS (CONTINUED)




                                UV FLEX CLASS #7            UV FLEX CLASS #8
                                -------------------------------------------------
                        ACCUMULATION   ACCUMULATION   ACCUMULATION   ACCUMULATION
SUBACCOUNT                 SHARES      SHARE VALUES      SHARES      SHARE VALUES
- ---------------------------------------------------------------------------------
                                                         
Large Cap Growth           19,225         $27.90          15,279         $28.00
Active Bond                16,904          15.14           5,716          15.20
International Equity
 Index                     16,614          14.38           6,359          14.43
Small Cap Growth           13,382          16.92           2,435          16.96
Global Balanced               306          12.00              --          12.02
Mid Cap Growth             18,928          22.66          13,296          22.72
Large Cap Value            16,837          18.13          11,888          18.17
Money Market               39,349          13.82          41,887          13.86
Mid Cap Value              25,905          17.93             739          17.97
Small/Mid Cap Growth        5,259          21.47           5,994          21.54
Real Estate Equity            994          18.94              --          18.90
Growth & Income            76,640          26.69          31,028          26.78
Managed                    18,772          20.76          11,996          20.83
Short-Term Bond             1,913          13.92              --          13.96
Small Cap Equity           14,147          11.14           2,300          11.17
International
 Opportunities             15,888          13.73           8,391          13.76
Equity Index               43,161          20.82          28,088          20.87
Global Bond                 4,702          13.52              --          13.55
Turner Core Growth             --          24.98              --          25.05
Brandes International
 Equity                       723          17.63          10.258          17.67
Frontier Capital
  Appreciation                 --          24.46             225          24.34
Emerging Markets
 Equity                        --           7.63           8,858           7.61
Bond Index                     --          11.51             194          11.49
Small/Mid Cap CORE             --          11.22          14,619          11.19
High Yield Bond                --           8.97             829           8.95
Clifton Enhanced US
 Equity                        --          15.69              --          15.64
Large Cap Aggressive
 Growth                        --           8.15             238           8.14
Fundamental Growth             --          10.30           1,288          10.29
AIM V.I. Value                 --           8.43             628           8.42
Fidelity VIP Growth            --           9.00             470           9.00
Fidelity VIP II
 Contrafund                    --           9.65             675           9.64
Janus Aspen Global
 Technology                    --           6.75             556           6.75
Janus Aspen Worldwide
 Growth                        --           8.33             560           8.33
MFS New Discovery
 Series                        --          10.02           1,879          10.01




                                      137



                   ALPHABETICAL INDEX OF KEY WORDS AND PHRASES

  This index should help you locate more information about many of the important
concepts in this prospectus.



 KEY WORD OR PHRASE                  PAGE     KEY WORD OR PHRASE                  PAGE
                                                                         
Account ............................  34      modified endowment..................  42
account value ......................   9      monthly deduction date..............  36
Additional Sum Insured .............  16      Option A; Option B..................  17
annual processing date .............  17      optional rider benefits.............  19
asset-based risk charge ............  10      optional extra death benefit feature  17
attained age .......................  10      owner...............................   5
Basic Sum Insured ..................  16      partial withdrawal..................  15
beneficiary ........................  45      partial withdrawal charge...........  11
business day .......................  35      payment options.....................  20
changing Option A or B .............  19      Planned Premium.....................   7
changing the Total Sum Insured .....  19      policy anniversary..................  36
charges ............................   9      policy split option.................  18
Code ...............................  41      policy year.........................  36
cost of insurance rates ............  10      premium; premium payment............   5
date of issue ......................  36      prospectus..........................   3
death benefit ......................   5      receive; receipt....................  22
deductions .........................   9      reinstate; reinstatement............   7
dollar cost averaging ..............  15      sales charge........................   9
expenses of the Series Funds .......  11      SEC.................................   2
fixed investment option ............  35      Separate Account UV.................  34
full surrender .....................  15      Series Funds........................   2
fund ...............................   2      Servicing Office....................   2
grace period .......................   7      special loan account................  16
guaranteed minimum death benefit ...   7      subaccount..........................  34
Guaranteed Minimum Death Benefit
 Premium ...........................   8      surrender...........................   5
insurance charge ...................  10      surrender value.....................  15
insured person .....................   5      Target Premium......................  10
investment options .................   1      tax considerations..................  41
John Hancock .......................  34      telephone transfers.................  23
lapse ..............................   7      Total Sum Insured...................  16
loan ...............................  15      transfers of account value..........  14
loan interest ......................  16      variable investment options.........   1
maximum premiums ...................   6      we; us..............................  34
Minimum Initial Premium ............  35      withdrawal..........................  15
minimum insurance amount ...........  17      withdrawal charge...................  11
minimum premiums ...................   6      you; your...........................   5


                                       138


                                    PART II

                          UNDERTAKING TO FILE REPORTS

      Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

                       REPRESENTATION OF REASONABLENESS

      John Hancock Life Insurance Company represents that the fees and
charges deducted under the Policies, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the insurance company.

                     UNDERTAKING REGARDING INDEMNIFICATION

      Pursuant to Article 8 of John Hancock's Bylaws and Chapter 156B, Section
67 of the Massachusetts Business Corporation Law, John Hancock indemnifies each
director, former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of John Hancock.

      Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                       CONTENTS OF REGISTRATION STATEMENT

      This Registration Statement comprises the following Papers and Documents:

      The facing sheet.

      The prospectus containing 138 pages.




      The undertaking to file reports.

      The undertaking regarding indemnification.

      The signatures.

      The following exhibits:

I.A. (1)    John Hancock Board Resolution establishing the separate account,
            incorporated by reference to Post-Effective Amendment No. 3 to
            (File No. 33-63842) Form S-6 Registration Statement, filed March
            5, 1996.

     (2)    Not Applicable

     (3)    (a) Form of Distribution Agreement by and among Signator Investors
                Inc., (formerly known as "John Hancock Distributors, Inc.",)
                John Hancock Life Insurance Company (formerly known as "John
                Hancock Mutual Life Insurance Company"), and John Hancock
                Variable Life Insurance Company, incorporated by reference from
                Pre-Effective Amendment No. 2 to Form S-6 Registration Statement
                of John Hancock Variable Life Account S (File No. 333-15075)
                filed April 18, 1997.

            (b) Specimen Variable Contracts Selling Agreement between Signator
                Investors, Inc. and selling broker-dealers, incorporated by
                reference from Pre-Effective Amendment No. 2 to Form S-6
                Registration Statement of John Hancock Variable Life Account S
                (File No. 333-15075) filed April 18, 1997.

            (c) Schedule of sales commissions included in Exhibit 1.A.(3)(a)
                above.

            (d) Form of marketing and Distribution Agreement between John
                Hancock Life Insurance Company, and John Hancock Funds, Inc.,
                incorporated by reference to John Hancock Variable Annuity
                Account H Initial Registration Statement (File No. 811-0711),
                filed on July 18, 1996.

            (e) Form of Soliciting Dealer Agreement between John Hancock Funds,
                Inc., and soliciting broker-dealers or financial institutions
                participating in distribution of Contracts, incorporated by
                reference to Form S-1 Registration Statement for John Hancock
                Variable Life Insurance Company (File No. 33-64945), filed
                electronically on April 23, 1997.

            (f) Schedule of sales commissions included in Exhibit 1.A.(3) (d)
                above

     (4)    Not Applicable

     (5)    Form of flexible premium variable life insurance policy,
            incorporated by reference to the initial registration statement to
            File No. 333-70734, Filed on October 2, 2001.

     (6)    Restated Articles of Organization and Restated and Amendment of By-
            Laws are incorporated by reference from Form S-6 to Post-Effective
            Amendment No. 10 (File 333-76662), filed on March 7, 2001.

     (7)    Not Applicable.

     (8)    (a) Participation Agreement Among Variable Insurance Products Fund
                II, Fidelity Distributors Corporation and John Hancock Mutual
                Life Insurance Company, filed in Post-Effective Amendment No. 1
                to file No. 333-81127, filed May 4, 2000.

            (b) Participation Agreement Among Variable Insurance Products Fund,
                Fidelity Distributors Corporation and John Hancock Mutual Life
                Insurance Company, filed in Post-Effective Amendment No. 1 to
                file No. 333-81127, filed May 4, 2000.

            (c) Participation Agreement Among MFS Variable Insurance Trust, John
                Hancock Mutual life Insurance Company and Massachusetts
                Financial Services Company, filed in Post-Effective Amendment
                No. 1 to file No. 333-81127, filed May 4, 2000.

            (d) Participation Agreement By and Among AIM Variable Insurance
                Funds, Inc., AIM Distributors, Inc., John Hancock Mutual Life
                Insurance Company and Certain Of Its Affiliated Insurance
                Companies, Each On Behalf Of Itself And Its Separate Accounts,
                And John Hancock Funds, Inc., filed in Post-Effective Amendment
                No. 1 to file No. 333-81127, filed May 4, 2000.

            (e) Participation Agreement between Janus Aspen Series, Janus
                Capital Corp., and John Hancock Variable Life Insurance Company,
                incorporated by reference to File 333-425, filed on Form S-6 on
                November 1, 2001.

     (9)    Not Applicable.

     (10)   Form of application for Policy, incorporated by reference to the
            initial registration statement to File No 333-70734, Filed on
            October 2, 2001.

     (11)   Not applicable.  The Registrant invests only in shares of open-end
            Funds.

2.  Included as exhibit 1.A(5) above



3.  Opinion and consent of counsel as to securities being registered to be filed
    by pre-effective amendment.

4.  Not Applicable

5.  Not Applicable

6.  Opinion and consent of actuary, to be filed by pre-effective amendment.

7.  Consent of independent auditors, to be filed by pre-effective amendment.

8.  Memorandum describing John Hancock's issuance, transfer and redemption
    procedures for the policy pursuant to Rule 6e-2(b)(l2)(ii)included in Post-
    Effective Amendment No. 3 to this Form S-6 Registration Statement,
    incorporated by reference to this file, filed March 5, 1996.

9.  Power of attorney for David F. D'Alessandro, Foster L. Aborn, I. MacAllister
    Booth, Wayne A. Budd, John M. Connors, Jr., John De Ciccio, Robert E. Fast,
    Kathleen Foley Feldstein, Nelson F. Gifford, Michael C. Hawley, Edward H.
    Linde, Judith A. McHale, R. Robert Popeo, Richard F. Syron and Robert J.
    Tarr are incorporated by reference to File No. 333-67744, the initial
    registration statement filed on August 16, 2001. Power of attorney for
    Thomas P. Glynn, incorporated by reference to the initial registration
    statement to File No. 333-70734, Filed on October 2, 2001.




      Pursuant to the requirements of the Securities Act of 1933, John
Hancock Life Insurance Company has duly caused this Initial Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and attested, all in the City of Boston and Commonwealth of
Massachusetts on the 9th day of November, 2001.

                            On behalf of the Registrant

                     By John Hancock Life Insurance Company
                                  (Depositor)





                                 By        /s/ DAVID F. D'ALESSANDRO
                                           ---------------------------------
                                               David F. D'Alessandro
                                               Chairman, President and Chief
                                               Executive Officer


Attest:    /s/ RONALD J. BOCAGE
           ----------------------
           Ronald J. Bocage
            Vice President and Counsel



     Pursuant to the requirements of the Securities Act of 1933, this Initial
Registration Statement has been signed below by the following persons in the
capacities with John Hancock Life Insurance Company and on the dates indicated.

SIGNATURE                     TITLE                              DATE
- ---------                     -----                              ----
/s/ THOMAS E. MOLONEY         Chief Financial Officer
    ----------------------    (Principal Financial Officer
    Thomas E. Moloney         and Principal Accounting
                                Officer)                      November 9, 2001

                              Chairman, President and Chief
                               Executive Officer
/s/ DAVID F. D'ALESSANDRO     (Principal Executive Officer)
    ------------------------
    David F. D'Alessandro                                     November 9, 2001
    for himself and as Attorney-in-Fact FOR:

Foster L. Aborn                          Director
I. MacAllister Booth                     Director
Wayne A. Budd                            Director
John M. Connors, Jr.                     Director
John M. DeCiccio                         Director
Robert E. Fast                           Director
Kathleen Foley Feldstein                 Director
Nelson F. Gifford                        Director
Thomas P. Glynn                          Director
Michael C. Hawley                        Director
Edward H. Linde                          Director
Judith A. McHale                         Director
R. Robert Popeo                          Director
Richard F. Syron                         Director
Robert J. Tarr, Jr.                      Director